Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject An RPS Securityholder will have satisfied the “Delivery Requirements” if such RPS Securityholder (i) executes and delivers a counterpart signature page to Section 3.1(c)this Agreement, promptly following the Effective Time (but in no event later than two ii) executes and delivers a Letter of Transmittal (2as defined below) Business Days following and (iii) delivers original Certificates representing such RPS Securityholder’s Target Capital Stock and Target Warrants, if any, or an Affidavit of Loss to Parent. From and after the Effective Time), Parent shall instruct have and make available a sufficient amount of cash and a sufficient number of shares of Parent Common Stock and New Parent Warrants for exchange in accordance with the Exchange Agent terms and conditions of this Agreement. No RPS Securityholder shall be entitled to receive its share of the applicable Merger Consideration provided in Section 2.1 until it has satisfied the Delivery Requirements. Target shall use commercially reasonable efforts to mail or deliver (or cause to each holder be mailed or delivered) within fourteen (14) days after the date of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) this Agreement a letter of transmittal substantially in the form attached hereto as Exhibit C (the “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 a copy of the Certificates Information and Offering Memorandum to each RPS Securityholder that did not previously satisfy the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeDelivery Requirements. Target shall, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such upon receiving any original Letter of Transmittal, properly completed Certificate, Affidavit of Loss or other communication or correspondence concerning the Letter of Transmittal or the Merger, promptly inform Parent of the same and duly executeddeliver such original to Parent (it being understood that in all cases Parent shall receive and hold the original of the Letter of Transmittal in escrow pending the Closing and the RPS Securityholders Committee shall receive and hold a copy of the Letter of Transmittal). From and after the Effective Time, and Parent shall within three (3) Business Days after an RPS Securityholder has satisfied the Delivery Requirements (x) pay such other documents as may be required RPS Securityholder in cash, by wire transfer of immediately available funds the amount of any cash to which such RPS Securityholder is entitled pursuant to Section 2.1 to the account(s) specified in such instructions, the holder RPS Securityholder’s Letter of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment Transmittal and (as applicabley) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if RPS Securityholder the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership number of shares of Company Capital Parent Common Stock or and New Parent Warrants that to which such RPS Securityholder is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment entitled pursuant to Section 2.1 (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidany). Until surrendered as contemplated by this Section 3.12.3, each Certificate shall, subject to Section 3.2, shall be deemed upon and at any time after the Effective Time to represent only the right to receive upon such surrender the portion appropriate amount of the Merger Consideration or Warrant Payment (consideration without interest as applicable) payable in respect of such Certificate as set forth provided in Section 2.62.1.

Exchange Procedures. Subject The Surviving Corporation shall cause the Paying Agent, as soon as reasonably practicable after the Effective Time, to Section 3.1(c), promptly following mail to each registered holder of Company Shares immediately prior to the Effective Time (but i) a letter of transmittal in no event later than two customary form and containing such other provisions as Parent reasonably may require (2a "Letter of Transmittal") Business Days following and (ii) instructions for surrendering the Effective Time), Parent shall instruct stock certificate or certificates representing the Exchange Agent to mail to holder's Company Shares (each holder a "Company Stock Certificate") in exchange for the Merger Consideration payable in respect of record of a the holder's certificate or certificates which immediately prior to the Effective Time represented outstanding shares Company Shares which were converted into the right to receive the Merger Consideration. The Proxy Statement shall provide that, in lieu of Company Capital Stock or Warrants delivery following the Effective Time as aforesaid, and commencing on the tenth (10th) calendar day prior to the “Certificates”) (A) a letter date of transmittal substantially in the form attached hereto as Exhibit C (“Stockholders Meeting, the Letter of Transmittal”), which shall specify that delivery shall be effected, Transmittal 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 customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use will be promptly delivered by the Paying Agent to each prior holder of Company Shares from whom the Paying Agent receives a written request therefor prior to the date of the Stockholders Meeting, and that each such prior holder of Company Shares shall be entitled thereafter to surrender its Company Stock Certificate in effecting accordance with the procedures described herein, in the Letter of Transmittal and in the accompanying instructions, and Parent shall cause the Paying Agent to comply with the foregoing. Upon surrender of a Company Stock Certificate to the Certificates Paying Agent for cancellation, together with a Letter of Transmittal duly executed and completed in exchange accordance with its instructions and such other documents as the Paying Agent reasonably may require, the Paying Agent shall pay to the holder of the surrendered certificate, as promptly as practicable after the Effective Time, the Merger Consideration payable in respect of the Company Shares represented by the certificate, and the Company Stock Certificate so surrendered shall be canceled. The Letter of Transmittal shall provide that such payment shall, at the holder's election and upon delivery of wire transfer instructions, be by wire transfer at the Company's expense for the payments exceeding $1,000,000. If any portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of any Company Capital Stock or Warrants may Shares is to be issued paid to a transferee if Person other than the registered holder of those shares, it shall be a condition to making such payment that the Company Stock Certificate representing those shares is surrendered properly endorsed or otherwise in proper form for transfer and that the Person requesting such shares payment shall (i) pay any transfer or other Taxes required as a result of Company Capital Stock payment to a Person other than the registered holder or Warrants is presented (ii) establish to the Exchange Agent, accompanied by any documents reasonably required to evidence satisfaction of the Paying Agent that such Tax has been paid or is not payable. At and effect such transfer after the Effective Time and by evidence that any applicable stock transfer Taxes have been paid. Until until surrendered as contemplated by this Section 3.12.5(b), each Company Stock Certificate shall, subject (other than Company Stock Certificates representing Dissenting Shares or shares of Company Common Stock or Company Preferred Stock held in treasury to be canceled pursuant to Section 3.2, 2.4(d) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of upon such Certificate as set forth in Section 2.6surrender.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent NDC and ------------------- Source shall instruct cause the exchange agent selected by NDC (the "Exchange Agent Agent") to mail to each holder of record of a certificate or certificates which represented shares of Source Common Stock and Source Preferred Stock immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “"Certificates”") appropriate transmittal materials and instructions (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 proper delivery of the such Certificates to the Exchange Agent and Agent). The Certificate or Certificates of Source Common Stock or Source Preferred Stock so delivered shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (duly endorsed as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatesrequire. In the event of a transfer of ownership of shares of Company Capital Source Common Stock or Warrants Source Preferred Stock represented by Certificates that is are not registered in the transfer records of the CompanySource, the portion of the Merger Consideration or Warrant Payment (as applicable) payable consideration provided in respect of such shares of Company Capital Stock or Warrants Section 3.1 may be issued to a transferee if the Certificate Certificates representing such shares of Company Capital Stock or Warrants is presented are delivered to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer Taxes taxes have been paid. Until surrendered If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as contemplated NDC and the Exchange Agent may reasonably require and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the shares represented by this such lost, stolen, mislaid or destroyed Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. After the Effective Time, each holder of shares of Source Common Stock and Source Preferred Stock (other than shares to be canceled pursuant to Section 3.6 or as to which statutory dissenters' rights have been perfected as provided in Section 3.7) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration together with all undelivered dividends or Warrant Payment (as applicable) payable distributions in respect of such shares (without interest thereon) pursuant to Section 4.2. To the extent required by Section 3.8, each holder of shares of Source Common Stock and Source Preferred Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the Certificate or Certificates, cash in lieu of any fractional share of NDC Common Stock to which such holder may be otherwise entitled (without interest). NDC shall not be obligated to deliver the consideration to which any former holder of Source Common Stock or Source Preferred Stock is entitled as set forth a result of the Merger until such holder surrenders such holder's Certificate or Certificates for exchange as provided in this Section 2.64.1. Any other provision of this Agreement notwithstanding, neither NDC, the Surviving Corporation nor the Exchange Agent shall be liable to a holder of Source Common Stock or Source Preferred Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Adoption of this Agreement by the stockholders of Source shall constitute ratification of the appointment of the Exchange Agent.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), the Paying Agent shall, and Parent shall instruct cause the Exchange Paying Agent to to, mail to each holder of record of a certificate Certificate or certificates a Book-Entry Share, which immediately prior to the Effective Time represented outstanding Shares, whose shares of Company Capital Stock or Warrants were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Paying Agent and shall be in customary such form and have such other provisions as Parent may reasonably satisfactory to Parent and the Equityholders’ Representative, specify); and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the portion payment of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate or Book-Entry Shares for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such Letter letter of Transmittaltransmittal, duly executed and properly completed and duly executed, and such other documents as may be required pursuant to such instructionsreasonably requested by the Paying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants for each Share formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidcancelled. Until surrendered as contemplated by this Section 3.12.2, each Certificate shall, subject to Section 3.2, 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 portion of the Merger Consideration as contemplated by this Section 2.2, without interest thereon, and shall not evidence any interest in, or Warrant Payment (as applicable) payable in respect any right to exercise the rights of such Certificate as set forth in Section 2.6a stockholder or other equity holder of, the Company or the Surviving Corporation.

Exchange Procedures. Subject to Section 3.1(c), promptly following Promptly after the Effective Time (but and in no any event later than two (2) within five Business Days following the Effective Timethereafter), Parent shall instruct the Exchange Agent to shall mail to each holder of record of Shares represented by a certificate Certificate (other than holders of Excluded Shares) or certificates which Uncertificated Shares that were issued and outstanding immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) or Uncertificated Shares to the Exchange Agent Agent, such letter of transmittal to be in such form and shall be have such other provisions as Meadow and Iris may reasonably agree, and (ii) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) or Uncertificated Shares (including instructions for sending an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably satisfactory request)) to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesExchange Agent. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(g)) to the Exchange Agent together in accordance with the terms of such Letter letter of Transmittal, properly completed and duly executed, and transmittal or with respect to Uncertificated Shares receipt of an “agent’s message” in customary form (or such other documents evidence, if any, as the Exchange Agent may be required pursuant to such instructionsreasonably request) by the Exchange Agent, the holder of such surrendered Certificate or Uncertificated Share shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the non-certificated shares of Company Capital Meadow Common Stock in book-entry form and cash in lieu of any fractional share of Meadow Common Stock pursuant to Section 2.2(e) and any dividends or Warrants formerly represented by such Certificate (and the right other distributions pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.32.2(c), and the less in each case any required Tax withholdings as provided in Section 2.4. The Certificate or Uncertificated Share so surrendered shall forthwith be canceledcancelled. Following any receipt Until due surrender of an Excess Paymentthe Certificates or Uncertificated Shares, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, Certificate and Uncertificated Share that if the Exchange Agent receives an Excess Payment immediately prior to receipt the Effective Time represented shares of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates Company Common Stock shall be made at deemed, from and after the same time as payment Effective Time, to represent only the right to receive shares of the balance Meadow Common Stock (and any distributions or dividends payable pursuant to Section 2.2(c) and cash in lieu of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable fractional share of Meadow Common Stock pursuant to holders of CertificatesSection 2.2(e)). In the event of a transfer of ownership of shares of Company Capital Stock or Warrants Shares that is not registered in the transfer records of the CompanyIris, the applicable portion of the Merger Consideration to be exchanged upon due surrender of the Certificate or Warrant Payment (as applicableUncertificated Share pursuant to Section 2.1(a) payable in respect of such shares of Company Capital Stock or Warrants may be issued and paid to a such transferee if the Certificate formerly representing such shares of Company Capital Stock or Warrants Shares is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration paid or Warrant Payment (as are not applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later i) Not more than two (2) Business Days following the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately 90 days nor fewer than 30 days prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess PaymentClosing Date, the Exchange Agent will deliver mail a form of election (the "Form of Election") to each holder holders of surrendered Certificatesrecord of shares of SCANA Common Stock and to the holders of record of shares of PSNC Common Stock (as of a record date as close as practicable to the date of mailing and mutually agreed to by PSNC and SCANA). In addition, the Exchange Agent will use its best efforts to make the Form of Election available to the persons (as defined in Section 2.3(f)) who become shareholders of SCANA or PSNC during the period between such holder’s pro rata portion thereof; provided, that record date and the Closing Date. Any election to receive SCANA Merger Consideration contemplated by Section 2.1(e) or PSNC Cash Consideration contemplated by Section 2.2(d) will have been properly made only if the Exchange Agent receives shall have received at its designated office or offices, by 5:00 p.m., New York City time, on the fifth business day immediately preceding the Closing Date (the "Election Deadline"), a Form of Election properly completed and accompanied by a SCANA Certificate or a PSNC Certificate, as the case may be (together or as applicable, "Certificate(s)") for the shares to which such Form of Election relates, duly endorsed in blank or otherwise acceptable for transfer on the books of SCANA or PSNC, as the case may be (or an Excess Payment appropriate guarantee of delivery), as set forth in such Form of Election. An election may be revoked only by written notice received by the Exchange Agent prior to receipt of surrendered Certificates5:00 p.m., then payment New York City time, on the Election Deadline. In addition, all elections shall automatically be revoked if the Exchange Agent is notified in writing by SCANA and PSNC that either of the portion thereof applicable Mergers has been abandoned. If an election is so revoked, the Certificate(s) (or guarantee of delivery, as appropriate) to which such unsurrendered Certificates shall election relates will be made at promptly returned to the person submitting the same time as payment of to the balance of Exchange Agent. SCANA shall have the applicable Merger Consideration discretion, which it may delegate in whole or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented part to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes determine whether Forms of Election have been paidproperly completed, signed and submitted or revoked pursuant to this Article II, and to disregard immaterial defects in Forms of Election. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, The decision of SCANA (or the Exchange Agent) in such matters shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.conclusive and binding

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following As soon as reasonably practicable after the Effective Time), Parent the Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder of record of (i) a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Shares (the “Certificates”"CERTIFICATES"), (ii) a grant letter, option agreement, or other document representing a Converted Option (an "OPTION DOCUMENT"), and (iii) a certificate, agreement, or other document representing a Company Warrant (a "WARRANT CERTIFICATE"), the following: (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates, Option Documents, and Warrant Certificates shall pass, only upon proper delivery of the Certificates, Option Documents, and Warrant Certificates to the Exchange Agent Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably satisfactory to Parent and the Equityholders’ Representative, specify; and (B) instructions for use in effecting the surrender of the such Certificates, Option Documents, and Warrant Certificates in exchange for the portion of the applicable Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate, Option Document, or Warrant Certificate for cancellation to the Exchange Agent together with such Letter letter of Transmittaltransmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate, Option Document, or Warrant Certificate shall be entitled to receive in exchange therefor the portion of the applicable Merger Consideration and the Certificate, Option Document, or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued will accrue on any the Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates, Option Documents, or Warrant Certificates pursuant to the provisions of this Article III. In the event of a transfer surrender of ownership of shares of a Certificate representing Shares or a Warrant Certificate representing Company Capital Stock or Warrants that is which are not registered in the transfer records of the Company, Company under the portion name of the Merger Consideration person surrendering such Certificate or Warrant Payment (as applicable) payable Certificate, payment may be made to a person other than the person in respect whose name the Certificate or Warrant Certificate so surrendered is registered if such Certificate or Warrant 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 payment to a person other than the registered holder of such shares of Company Capital Stock Certificate or Warrants may be issued to a transferee if the Warrant Certificate representing such shares of Company Capital Stock or Warrants is presented establish to the satisfaction of the Exchange Agent, accompanied by any documents reasonably required to evidence and effect Agent that such transfer and by evidence that any applicable stock transfer Taxes have Tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 3.13.4, each Certificate, Option Document, and Warrant Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable which the holder thereof has the right to receive in respect of such Certificate, Option Document, or Warrant Certificate as set forth in Section 2.6pursuant to the provisions of this Article III.

Exchange Procedures. Subject Promptly after the Effective Time, Acquiror shall deliver to Section 3.1(c), promptly following each record holder of Company Stock at the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 Acquiror and shall be in customary such form reasonably satisfactory to Parent and contain such other provisions as the Equityholders’ Representative, Company and Acquiror shall agree) (B) instructions for use in effecting the surrender "Letter of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesTransmittal"). Upon surrender of a Certificate for cancellation to the Exchange Agent Acquiror, together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion a certificate representing that number of the Merger Consideration or Warrant Payment (as applicable) which whole Acquiror Shares that such holder has the right to receive in respect pursuant to the provisions of this Article I, less the shares of Company Capital Stock or Warrants formerly represented by Escrow Shares attributable to such Certificate (holder that will be issued and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance deposited with the Escrow Agreement and Section 3.3)Agent for the account of such holder, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, a certificate evidencing the portion proper number of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants Acquiror Shares may be issued to a the transferee if the Certificate representing such shares of evidencing the Company Capital Stock or Warrants is presented shall be surrendered to the Exchange AgentAcquiror, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by for exchange in accordance with the provisions of this Section 3.11.07(a), each Certificate shall, subject theretofore representing Converted Shares (other than shares of Company Stock to be canceled pursuant to Section 3.2, be deemed at any time 1.06(c) of this Agreement) shall from and after the Effective Time to represent for all purposes only the right to receive upon such surrender the portion of the Merger Acquisition Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6this Agreement. If any holder of Converted Shares shall be unable to surrender such holder's Certificates because such Certificates have been lost or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to Acquiror. No interest shall be paid on any Acquisition Consideration payable to former holders of Converted Shares.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent the Surviving Corporation shall instruct cause its transfer agent (or a depository or trust institution of recognized standing selected by BancTrust and reasonably satisfactory to Peoples) (the “Exchange Agent Agent”) to mail to each holder the former shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Peoples appropriate transmittal materials (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Peoples Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After the Effective Time, each holder of shares of Peoples Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent (or shall furnish customary documentation and indemnity if any such certificates are lost, stolen or destroyed) and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to promptly thereafter receive in exchange therefor the portion of the Merger Consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or Warrant Payment (as applicable) which such holder has the right to receive distributions in respect of the shares of Company Capital BancTrust Common Stock received (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.5 of this Agreement, each holder of shares of Peoples Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or Warrants formerly represented by certificates representing such Certificate shares, cash in lieu of any fractional share of BancTrust Common Stock to which such holder may be otherwise entitled (and without interest). The Surviving Corporation shall not be obligated to deliver the right Merger Consideration to receive payments from which any former holder of Peoples Common Stock is entitled as a result of the General Escrow Account and Merger until such holder surrenders his certificate or certificates representing the Equityholders’ Representative Escrow Account shares of Peoples Common Stock for exchange as provided in accordance with the Escrow Agreement and this Section 3.3), and the Certificate 4.1. The certificate or certificates of Peoples Common Stock so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, duly endorsed as the Exchange Agent will deliver to each holder may require. Any other provision of surrendered Certificatesthis Agreement notwithstanding, such holder’s pro rata portion thereof; provided, that if neither the Surviving Corporation nor the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment liable to a holder of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be Peoples Common Stock for any amounts paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered property delivered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued good faith to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented public official pursuant to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6abandoned property Law.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Within three business days after the Effective Time), Parent Yadkin shall instruct cause the exchange agent selected by Yadkin, and reasonably acceptable to Vantage and Piedmont (the “Exchange Agent Agent”) to mail to each holder the former holders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Vantage Common Stock or Warrants (the “Certificates”) (A) a letter of and Piedmont Common Stock appropriate transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), materials which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing the Vantage Common Stock and Piedmont Common Stock, as applicable, shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent. After the Effective Time, each holder of Vantage Common Stock and Piedmont Common Stock, as applicable, issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the promptly upon surrender of the Certificates thereof receive in exchange for therefor the portion of the Vantage Common Stock Merger Consideration or Warrant Payment (the Piedmont Merger Consideration, as applicable) receivable , together with all undelivered dividends or distributions in respect of such Certificatesshares (without interest thereon) pursuant to Section 2.2 of this Agreement. Upon surrender The Exchange Agent shall not be obligated to deliver the consideration to which any former holder of Vantage Common Stock or Piedmont Common Stock is entitled as a Certificate result of the Vantage Merger or the Piedmont Merger until such holder surrenders his or her certificate or certificates representing the Vantage Common Stock and Piedmont Common Stock, as applicable, for cancellation to exchange as provided in this Section 2.1. The certificate or certificates of Vantage Common Stock and Piedmont Common Stock, as applicable, so surrendered shall be duly endorsed as the Exchange Agent together with such Letter may require. Any other provision of Transmittalthis Agreement notwithstanding, properly completed neither the Surviving Corporation nor the Exchange Agent shall be liable to a holder of the Vantage Common Stock and duly executedPiedmont Common Stock, as applicable, for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property law. Notwithstanding anything to the contrary contained in this Agreement, no certificates representing fractional shares of Yadkin Common Stock shall be issued upon the surrender for exchange of the Vantage Common Stock and Piedmont Common Stock, as applicable, and such other documents as may be required pursuant fractional Yadkin Common Stock interests will not entitle the owner thereof to such instructions, vote or to any rights of a shareholder of the Surviving Corporation. Each holder of Vantage Common Stock and Piedmont Common Stock, as applicable, who would otherwise be entitled to receive a fractional share of Yadkin Common Stock shall instead receive an amount of cash, without interest, equal to the product obtained by multiplying (a) the fractional share of Yadkin Common Stock to which such Certificate holder (after taking into account all Vantage Common Stock and Piedmont Common Stock, as applicable, held at the Effective Time by such holder) would otherwise be entitled by (b) the closing price of Yadkin Common Stock on the date immediately prior to the Effective Time. A holder of Vantage Common Stock and Piedmont Common Stock, as applicable, whose certificate or certificates have been lost, destroyed, stolen or are otherwise missing shall be entitled to receive in exchange therefor the portion of the Vantage Common Stock Merger Consideration or Warrant Payment (the Piedmont Merger Consideration, as applicable) , and dividends or distributions, and cash in lieu of fractional shares to which such holder has shareholder shall be entitled upon compliance with reasonable conditions imposed by the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (Surviving Corporation and the right Exchange Agent pursuant to receive payments from the General Escrow Account applicable law and the Equityholders’ Representative Escrow Account as required in accordance with the Escrow Agreement and Section 3.3Surviving Corporation’s standard policy (including the requirement that the shareholder furnish a surety bond or other customary indemnity), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject to Section 3.1(c), promptly Promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate Certificate or certificates Certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Common Stock or Warrants (the “Certificates”, it being understood that any references herein to “Certificates” shall be deemed to include Book-Entry Shares) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Article I (Aa) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“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 customary form reasonably satisfactory to Parent and the Equityholders’ Representative, Paying Agent) and (Bb) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be customarily and reasonably required pursuant to such instructionsinstructions (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Common Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Certificate, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that which is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Common Stock or Warrants is presented to the Exchange Paying Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1Article II, each Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (the right to demand to be paid the “fair market value” of the shares represented thereby as applicable) payable in respect of such Certificate as set forth in Section 2.6.contemplated by Article I.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following As soon as reasonably practicable after the Effective Time), Parent or the Surviving Corporation shall instruct cause the Exchange Paying Agent (and shall use its commercially reasonable 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 Certificate or certificates Book-Entry Shares which immediately prior to the Effective Time represented outstanding shares of Company Capital Seller Common Stock or Warrants whose shares were converted pursuant to Section 3.1(c) into the right to receive the Merger Consideration, (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.2(h) hereof) or Book-Entry Shares to the Exchange Paying Agent and shall be in customary such form reasonably satisfactory to and have such other provisions as Parent and Seller may mutually agree or the Equityholders’ RepresentativePaying Agent may reasonably specify), and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancellation to the Exchange Agent Paying Agent, together with such Letter letter of Transmittal, properly transmittal duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, the holder of such Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor the portion of cash equal to the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive payable in respect of the shares of Company Capital Seller Common Stock or Warrants formerly previously represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)or such Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith immediately be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Capital Seller Common Stock or Warrants that which is not registered in the transfer records of the CompanySeller, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants payment may be issued made to a transferee if Person other than the Person in whose name the Certificate representing or Book-Entry Share so surrendered is registered, if such shares of Company Capital Stock Certificate or Warrants such Book-Entry Share is presented to the Exchange Paying Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 3.13.2, each Certificate shallor Book-Entry Share, subject to Section 3.2as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the portion Merger Consideration. No interest shall be paid or accrue on any cash payable upon surrender of the Merger Consideration any Certificate or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6Book-Entry Share.

Exchange Procedures. Subject to Section 3.1(c), (a) As promptly following as reasonably practicable after the Effective Time (Time, but in no event later than two five (25) Business Days following the Effective Time)business days thereafter, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate one or certificates which more Old Certificates representing shares of Company Common Stock immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (that have been converted at the “Certificates”) (A) Effective Time into the right to receive the Merger Consideration pursuant to Article I, a letter of transmittal substantially in the form attached hereto as Exhibit C (a “Letter of Transmittal”), ) (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent Agent) and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Old Certificates in exchange for the portion of the Merger Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Section 1.5(a), and any cash in lieu of fractional shares which the shares of Company Common Stock represented by such Old Certificate or Warrant Payment (Old Certificates shall have been converted into the right to receive pursuant to this Agreement as applicable) receivable in respect of such Certificateswell as any dividends or distributions to be paid pursuant to Section 2.2(c). Upon From and after the Effective Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent Agent, together with such properly completed Letter of Transmittal, properly completed and Transmittal duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor the portion of therefor, as applicable, (i) a New Certificate representing the Merger Consideration or Warrant Payment to which such holder of Company Common Stock shall have become entitled to receive in accordance with, and subject to, Section 1.5(a), and (as applicableii) a check representing the amount of (1) any cash in lieu of fractional shares which such holder has the right to receive in respect of the shares of Company Capital Stock surrendered Old Certificate or Warrants formerly represented by such Certificate Old Certificates pursuant to Section 1.5(b) and (and 2) any dividends or distributions which the holder thereof has the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and pursuant to Section 3.32.2(c), and the Old Certificate or Old Certificates so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) cash in lieu of fractional shares payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock Old Certificates or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) any dividends payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidunder Section 2.2(c). Until surrendered as contemplated by this Section 3.12.2, each Old Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the portion of surrender, the Merger Consideration and any cash in lieu of fractional shares or Warrant Payment (as applicable) payable in respect of such Certificate dividends or distributions as set forth in contemplated by this Section 2.62.2.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time Promptly (but and in no any event later than two within five (25) Business Days following Days) after the Effective Time), Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Common Stock (each, a “Certificate”), and to each Option Holder from which Parent (or Warrants agent thereof) received prior to the Closing Date an Option Consent pursuant Section 4.3(b), (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 customary form and as reasonably satisfactory to Parent and approved by the Equityholders’ Representative, Company and (Bii) instructions for use in effecting the surrender of (A) the Certificates in exchange for the portion of the Merger Consideration payable with respect thereto or Warrant Payment (as applicableB) receivable in respect the agreements representing the grant of such CertificatesCompany Stock Option (each, an “Option Agreement”) (or other reasonably acceptable evidence of surrender of such Company Stock Option as required by the Exchange Agent) in exchange for the Option Payments payable with respect thereto. Upon surrender of a Certificate or Option Agreement (or effective affidavit of loss required by Section 4.2(g) in lieu thereof) for cancellation to the Exchange Agent Agent, together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate or Option Agreement shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Option Payment (as applicable) which that such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right this Article IV, after giving effect to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement any required withholding taxes pursuant to Section 4.2(f) and Section 3.3)4.3(b) hereof, and the Certificate or Option Agreement so surrendered shall forthwith immediately be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on any Merger Consideration the cash payable upon the surrender of such Certificates or Warrant Payment (as applicable) payable to holders of CertificatesOption Agreements. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that which is not registered in the transfer records of the Company, the portion it will be a condition of payment of the Merger Consideration that the surrendered Certificate be properly endorsed, with signatures guaranteed, or Warrant Payment (as applicable) payable otherwise in respect proper form for transfer and that the Person requesting such payment will pay any transfer or other Taxes required by reason of such shares of Company Capital Stock or Warrants may be issued the payment to a transferee if Person other than the registered holder of the surrendered Certificate representing or such shares of Company Capital Stock or Warrants is presented Person will establish to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer Taxes have been paidpaid or are not applicable. Until surrendered as contemplated by this Section 3.14.2, each Certificate shall, subject to or Option Agreement (or effective affidavit of loss required by Section 3.2, 4.2(g) in lieu thereof) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration as contemplated by this Section 4.2 or Warrant the Option Payment (as applicable) payable in respect contemplated by Section 4.3(b). For purposes of such Certificate as set forth in Section 2.6this Agreement, the term “Person” shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following As soon as reasonably practicable after the Effective Time), Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Certificate, Company Capital Stock or Warrants Option and Company Stock Purchase Warrant (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, Company Stock Options and Company Stock Purchase Warrants shall pass, only upon proper delivery of the Certificates Certificates, Company Stock Options and Company Stock Purchase Warrants to the Exchange Agent and shall be in customary such form and have such other provisions as the Buyer may reasonably satisfactory to Parent and the Equityholders’ Representative, specify) and (Bii) instructions for use in effecting the surrender of the Certificates Certificates, Company Stock Options and Company Stock Purchase Warrants in exchange for the portion of the each holder’s respective Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesOption Consideration. Upon surrender of a Certificate Certificate, Company Stock Option or Company Stock Purchase Warrant for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Buyer, together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate each Certificate, Company Stock Option and Company Stock Purchase Warrant shall be entitled to receive in exchange therefor the portion cash representing (i) that number of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented whole Shares evidenced by such Certificate (and multiplied by the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Merger Consideration, and the Certificate so surrendered shall forthwith immediately be canceled. Following any receipt of an Excess Payment, cancelled; and/or (ii) the Exchange Agent will deliver Option Consideration payable with respect to each holder of the surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration Company Stock Option or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of CertificatesCompany Stock Purchase Warrant. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that Shares which is not registered in the transfer records of the Company, the portion of payment representing the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants to the registered holder may be issued paid to a transferee if person other than the person in whose name the Certificate representing so surrendered is registered, if such shares of Company Capital Stock or Warrants Certificate is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 3.13.2, each Certificate shallCertificate, subject to Section 3.2, Company Stock Option and Company Stock Purchase Warrant shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of payment contemplated by this Section 3.2 or Section 7.8(b), as the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6case may be.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which (“Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Capital Common Stock or Warrants which were converted into the right to receive shares of Parent Series B Preferred Stock and the Cash Portion of the Merger Consideration pursuant to Section 1.6, (the “Certificates”) (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“Letter of Transmittal”), which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which letter shall be in customary form reasonably satisfactory acceptable to Parent and the Equityholders’ RepresentativeCompany), and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Series B Preferred Stock and the portion Cash Portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such Letter letter of Transmittaltransmittal, properly duly completed and duly executed, and such other documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor certificates representing the portion number of whole shares of Parent Series B Preferred Stock into which their shares of Company Common Stock were converted at the Merger Consideration or Warrant Payment Effective Time (as applicable) which and any payment in lieu of fractional shares that such holder has holders have the right to receive in respect pursuant to Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)) and the Cash Portion of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Merger Consideration, and the Certificate Certificates so surrendered shall forthwith be canceled. Following any receipt of an Excess PaymentUntil so surrendered, outstanding Certificates will be deemed from and after the Exchange Agent will deliver Effective Time, for all corporate purposes, to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if evidence only the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment ownership of the portion thereof applicable number of whole shares of Parent Series B Preferred Stock into which such shares of Company Common Stock shall have been so converted (and the right to such unsurrendered Certificates shall be made at the same time as payment receive an amount in cash in lieu of the balance issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)) and the right to receive the Cash Portion of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofConsideration. No interest will be paid or accrued on any Cash Portion of the Merger Consideration or Warrant Payment (as applicable) any cash in lieu of fractional shares of Parent Series B Preferred Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that is not registered in the transfer records of the Company, a certificate representing the portion proper number of shares of Parent Series B Preferred Stock and the appropriate amount of the Cash Portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants contemplated by Section 1.6 may be issued to a transferee if the Certificate representing such shares of Company Capital Common Stock or Warrants is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject to Section 3.1(c), promptly As soon as practicable following the Effective Time (Closing, but in no event later than two any event, within five (25) Business Days following the Effective Time)later of (i) the Closing and (ii) receipt from the Company of the Closing Payment Certificate, Parent Acquiror shall instruct the Exchange Agent to mail to each Stockholder and holder of record Company Warrants a letter of transmittal in a certificate form reasonably acceptable to Company (the “Letter of Transmittal”). As soon as practicable following the receipt thereof, each Stockholder and holder of Company Warrants shall deliver to the Paying Agent for delivery to Acquiror all certificates (or certificates evidence of shares in book-entry form) which immediately prior to the Effective Time represented outstanding any shares of Company Capital Common Stock or Warrants Company Preferred Stock (the each, a “CertificatesCertificate”) (A) a letter of transmittal substantially in and/or Company Warrants it has representing the form attached hereto as Exhibit C (“Letter of Transmittal”)Shares for cancellation, 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 customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such a Letter of Transmittal, properly duly completed and duly executed, validly executed in accordance with the instructions provided by Acquiror (and such other customary documents as may reasonably be required pursuant to such instructionsby Acquiror) or an affidavit of any lost Certificate or Company Warrant as contemplated in Section 2.15, if the Certificate or Company Warrant has been lost, stolen or destroyed. The holder of such Certificate or Company Warrant shall be entitled to receive from the Paying Agent in exchange therefor the portion of respective cash amount as set forth in the Merger Consideration or Warrant Closing Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Certificate, and the Certificate Certificates and Company Warrants so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.12.15(a), each Certificate shall, subject to Section 3.2, and Company Warrant shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Total Merger Consideration to which such holder is entitled pursuant to Section 2.15 without interest. The Paying Agent shall pay or Warrant Payment distribute to each Stockholder and holder of Company Warrants, within five (as applicable5) payable in respect Business Days of receipt of the properly executed Letter of Transmittal and surrendered Certificates and Company Warrants (or affidavit of any lost Certificate or Company Warrant), the cash that such Certificate Securityholder is entitled to as set forth in Section 2.6this subsection.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates certificates, which immediately prior to before the Effective Time shall have represented outstanding shares of Company Capital Stock or Warrants (Petroglyph Common Stock, whose shares shall have been converted into the “Certificates”) (A) right to receive cash pursuant to Section 1.6(b), a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing such shares of Petroglyph Common Stock shall pass, only upon proper delivery of the Certificates certificates representing such shares of Petroglyph Common Stock to the Exchange Agent and shall be in customary such form and have such other provisions not inconsistent with this Agreement as the Exchange Agent may reasonably satisfactory to Parent and the Equityholders’ Representativespecify), and (B) instructions for use in effecting the surrender of the Certificates certificates representing such shares of Petroglyph Common Stock, together with a duly executed (if required) letter of transmittal, in exchange for the portion Merger Consideration. Upon surrender to the Exchange Agent of a certificate or certificates formerly representing shares of Petroglyph Common Stock and acceptance thereof by the Exchange Agent, the holder thereof shall be entitled to the amount of cash into which the number of shares of Petroglyph Common Stock formerly represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of Petroglyph or its transfer agent of certificates representing shares of Petroglyph Common Stock and, if such certificates shall be presented to Petroglyph for transfer, they shall be canceled against delivery of the Merger Consideration allocable to the shares of Petroglyph Common Stock represented by such certificate or Warrant Payment (as applicable) receivable certificates. If any Merger Consideration is to be remitted to a name other than that in respect which the certificate for the Petroglyph Common Stock surrendered for exchange is registered, it shall be a condition of such Certificates. Upon surrender of a Certificate for cancellation to exchange that the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate certificate so surrendered shall be entitled properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to receive in exchange therefor Petroglyph, or its transfer agent, any transfer or other taxes required by reason of the portion payment of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect a name other than that of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each registered holder of surrendered Certificatesthe certificate surrendered, or establish to the satisfaction of Petroglyph or its transfer agent that such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates tax shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be have been paid or accrued on any Merger Consideration or Warrant Payment (as shall not be applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.11.9, each Certificate shall, subject to Section 3.2, certificate for shares of Petroglyph Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration allocable to the shares represented by such certificate as contemplated by Section 1.6(b). No interest will be paid or Warrant Payment (will accrue on any amount payable as applicable) payable in respect of such Certificate as set forth in Section 2.6Merger Consideration.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days Promptly following the Effective Time), Parent and the Surviving Corporation shall instruct cause the Exchange Payment Agent to mail to each holder of record of a certificate or certificates which Shares as of immediately prior to the Effective Time represented outstanding whose shares of Company Capital Stock or Warrants were converted into the right to receive the Merger Consideration pursuant to Section 1.4(b)(i): (the “Certificates”) (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“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 a certificate or certificates (the Certificates “Certificates”) that immediately prior to the Exchange Effective Time represented outstanding Shares (excluding Cancelled Shares and Dissenting Shares) (or effective affidavits of loss in lieu thereof as provided in Section 2.2(d)) or transfer of Uncertificated Shares (excluding Cancelled Shares and Dissenting Shares) to the Payment Agent and shall be (as evidenced by receipt by the Payment Agent of an “agent’s message” in customary form or such other evidence as the Payment Agent may reasonably satisfactory to Parent and the Equityholders’ Representative, request); and (Bii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the portion Merger Consideration payable in respect thereof pursuant to the provisions of Article I. Each holder of Shares that have been converted into the right to receive the Merger Consideration or Warrant Payment (as applicable) receivable shall be entitled to receive the Merger Consideration in respect of such Certificates. Upon surrender of the Shares represented by a Certificate for cancellation or Uncertificated Share (x) in the case of Shares represented by a Certificate, upon surrender to the Exchange Payment Agent of such Certificate, together with such Letter of Transmittal, properly a duly completed and duly executed, validly executed letter of transmittal and such other documents as may reasonably be required pursuant to such instructionsrequested by the Payment Agent or (y) in the case of a book-entry transfer of Uncertificated Shares promptly following the Closing. Until so surrendered or transferred, as the holder of case may be, from and after the Effective Time each such Certificate or Uncertificated Share shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. If Certificates or Uncertificated Shares are presented to the shares of Company Capital Stock or Warrants formerly represented by such Certificate (Surviving Corporation after the Effective Time for any reason, they shall be canceled and exchanged for the right to receive payments from the General Escrow Account Merger Consideration as provided for, and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. procedures set forth in Article I. No interest will shall be paid or accrued on any Merger Consideration the cash payable upon the surrender or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership such Certificate or Uncertificated Share. From and after the Effective Time, there will be no further registration of shares of Company Capital Stock or Warrants that is not registered in transfers on the transfer records of the Company, the portion Surviving Corporation of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be Shares that were issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented and outstanding immediately prior to the Exchange AgentEffective Time, accompanied by any documents reasonably required other than transfers to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1reflect, each Certificate shallin accordance with customary settlement procedures, subject trades effected prior to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion Time. Table of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.Contents

Exchange Procedures. Subject Prior to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent the Company shall instruct the Exchange Agent to mail deliver to each record holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) Certificate (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 Agent, and which letter shall be substantially in customary the form reasonably satisfactory to attached as Exhibit B hereto (the “Letter of Transmittal”) and have such other provisions as Parent and the Equityholders’ Representative, Company may reasonably agree and (B) instructions for use in effecting the surrender of the such Certificates in exchange for the portion of Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration or Warrant Payment (the Preferred Per Share Merger Consideration, as applicable) receivable , and, in respect the case of such CertificatesCompany Class A Common Stock, the Class A Per Share Holdback Consideration and, in the case of Company Class B Common Stock, the Class B Per Share Holdback Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly duly executed and completed and duly executed, and such other documents as may be required pursuant to such instructionsin accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor promptly the portion of Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration or Warrant Payment (the Preferred Per Share Merger Consideration, as applicable, and (in the case of holders of Company Common Stock) which such holder has the right to receive receive, in respect accordance with the terms of this Agreement, the shares Class A Per Share Holdback Consideration or the Class B Per Share Holdback Consideration, as applicable, for each share of Company Capital Common Stock or Warrants Company Preferred Stock, as applicable, formerly represented by such Certificate (and such Certificate shall then be canceled; provided that upon receipt of the Letter of Transmittal and the right Certificate, the Exchange Agent shall exclusively rely on the Schedule of Stockholder Closing Merger Consideration in determining what aggregate portion of the Closing Merger Consideration each such holder of shares of Company Common Stock is entitled. Notwithstanding anything in this Agreement to receive the contrary, the Company or the Exchange Agent, as the case may be, shall be permitted to withhold any portion of the Per Share Merger Consideration to which any Person is otherwise entitled if such withholding is required by applicable law. Parent will give the Company notice three (3) days prior to the Closing if it believes, based on the information available to it at such time as a result of receipt of executed Letters of Transmittal prior to such date, that any withholding is required pursuant to the immediately foregoing sentence. Any Person entitled to a portion of the Closing Merger Consideration who has provided wire instructions to the Parent prior to the Effective Time (other than the Stockholder Representative, whose consideration shall be paid in accordance with Section 2.11) shall be entitled to payments from of the General Escrow Account and Class A Non-Rolling Per Share Closing Merger Consideration, the Equityholders’ Representative Escrow Account Class B Per Share Closing Merger Consideration or the Preferred Per Share Merger Consideration, as applicable, for each share of Company Common Stock or Company Preferred Stock represented by the Certificates delivered by wire transfer on or promptly following the Closing Date in accordance with the Escrow Agreement and Section 3.3), instructions specified in such Person’s Letter of Transmittal; provided that upon receipt of the Letter of Transmittal and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess PaymentCertificate, the Exchange Agent will deliver to shall exclusively rely on the Schedule of Stockholder Closing Merger Consideration in determining what aggregate portion of the Closing Merger Consideration each such holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt shares of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofCompany Common Stock is entitled. No interest will be paid or accrued will accrue for the benefit of holders of the Certificates on any the Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration or Warrant Payment (Preferred Per Share Merger Consideration, as applicable) , payable to holders upon the surrender of the Certificates. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that Company Preferred Stock which is not registered in the transfer records of the Company, the portion payment of the Per Share Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued made with respect to such Company Common Stock to such a transferee if the Certificate formerly representing such shares of Company Capital Common Stock or Warrants Company Preferred Stock is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration paid or Warrant Payment (as is not applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject to Section 3.1(c), (a) As promptly following as practicable after the Effective Time (Time, but in no event later than two ten (210) Business Days following the Effective Time)days thereafter, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which person who was, immediately prior to the Effective Time represented outstanding Time, a holder of record of one or more Old Certificates representing shares of Company Capital Stock or Warrants (the “Certificates”) (A) Common Stock, a form of letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent Agent) and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the number of whole Parent Common Shares, any cash in lieu of fractional shares and the cash portion of the Merger Consideration which the shares of Company Common Stock represented by such Old Certificate or Warrant Payment (Old Certificates shall have been converted into the right to receive pursuant to this Agreement as applicable) receivable well as any dividends or distributions to be paid in respect of such Certificatesthereof pursuant to Section 2.3(b). Upon From and after the Effective Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent Agent, together with such Letter of Transmittal, properly completed and letter of transmittal, duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, subject to Section 2.2, (i) a New Certificate representing that number of whole Parent Common Shares to which such holder of Company Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of (A) the cash portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares Old Certificate or Old Certificates surrendered pursuant to the provisions of Company Capital Stock or Warrants formerly represented by this Article II, (B) any cash in lieu of a fractional share which such Certificate (and holder has the right to receive payments from in respect of the General Escrow Account Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, and (C) and dividends or distributions that the Equityholders’ Representative Escrow Account holder presenting such Old Certificates is entitled to, as provided in accordance with the Escrow Agreement and Section 3.3)this Article II, and the Old Certificate or Old Certificates so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on with respect to any Merger Consideration or Warrant Payment (as applicable) payable property to holders be delivered upon surrender of Old Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.12.3, each Old Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the portion of surrender, the Merger Consideration and any cash in lieu of fractional shares or Warrant Payment (as applicable) payable in respect of such Certificate dividends or distributions as set forth in contemplated by this Section 2.62.3.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2a) Business Days following the Effective Time), Parent A Member shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the exercise its right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of make an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.612.1 or 12.2 hereof, as applicable, by delivering to PubCo and to Intermediate Holdings a written election of Exchange in respect of the Paired Interests or the Exchanged Class P Units, as applicable, to be exchanged substantially in the form of Exhibit A hereto and any certificates, if any, representing Class A Common Units, shares of Class B Common Stock and/or Exchanged Class P Units, as applicable, duly executed by such holder or such holder’s duly authorized attorney, in each case delivered during normal business hours at the principal executive offices of PubCo and of Intermediate Holdings. An Exchange pursuant to Section 12.1 or 12.2 hereof shall be deemed to have been effected on the Business Day (such Business Day, the “Exchange Date”) immediately following the earliest Business Day as of which PubCo and Intermediate Holdings have received the items specified in the first sentence of this Section 12.3(a); provided that if such items are received by PubCo and Intermediate Holdings after 5:00 p.m. New York City time, then the Exchange Date shall be the second Business Day following the date of such receipt; provided, however, that if the Exchanging Unitholder has specified that the Exchange shall be contingent upon the consummation of a purchase by another Person or effective upon a specified future date, the Exchange Date shall be deemed to be the date immediately prior to the close of the business on the date on which such contingency is met or at such specified future date, as applicable. On the Exchange Date, all rights of the Exchanging Unitholder as a holder of the Class A Common Units, shares of Class B Common Stock and/or Exchanged Class P Units, as applicable, that are subject to the Exchange shall cease, PubCo shall reflect the issuance of the shares of Class A Common Stock to be received by the Exchanging Unitholder in respect of such Exchange on its stock ledger and, from and after the Exchange Date, such Exchanging Unitholder shall be treated for all purposes as having become the record holder of the shares of Class A Common Stock to be received by the Exchanging Unitholder in respect of such Exchange. Notwithstanding anything herein to the contrary, a Member may withdraw or amend a written election of Exchange, in whole or in part, at any time prior to the effectiveness of the Exchange by delivery of a written notice of withdrawal to PubCo and Intermediate Holdings specifying (1) the number of withdrawn Paired Interests, (2) if any, the number of Paired Interests as to which the election of Exchange remains in effect, and (3) if the Member so determines, revised timing of the Exchange or any other new or revised information in the election of Exchange.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following As soon as practicable after the Effective Time), Parent the Paying Agent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to as of the Effective Time represented outstanding shares of Company Capital Common Stock or Warrants (the “CertificatesCancelled Shares”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 actual delivery of the Certificates (or affidavits of loss in lieu thereof) or book-entry shares (“Book-Entry Shares”) to the Exchange Paying Agent and shall be in customary form reasonably satisfactory to such other provisions upon which the Parent and the Equityholders’ Representative, Company may agree) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent for cancellation (or to such other agent or agents as may be appointed by mutual agreement of the Exchange Agent Parent and the Company), together with such Letter a duly executed letter of Transmittal, properly completed and duly executed, transmittal and such other documents as the Paying Agent may be required pursuant to such instructionsrequire, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration (after giving effect to any required tax withholdings as provided in Section 2.4) in exchange for each share of Company Common Stock formerly evidenced by such Certificate or Warrant Payment (as applicable) Book-Entry Shares, which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatesthis Article II. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that Cancelled Shares which is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued delivered to a transferee if the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares representing such shares of Company Capital Stock or Warrants Cancelled Shares is presented to the Exchange Agent, Paying Agent accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence satisfactory to the Paying Agent that any applicable stock transfer Transfer Taxes (as defined in Section 7.13) have been paid. Until surrendered as contemplated by this Section 3.12.2, each Certificate shall, subject to Section 3.2, (or affidavit of loss in lieu thereof) and Book-Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of Merger Consideration as contemplated by this Section 2.2. No interest shall be paid or will accrue on the Merger Consideration payable to holders of Certificates or Warrant Payment (as applicable) payable in respect Book-Entry Shares pursuant to the provisions of such Certificate as set forth in Section 2.6this Article II.

Exchange Procedures. Subject to Section 3.1(c), (a) As promptly following as practicable after the Effective Time (Time, but in no event later than two ten (210) Business Days following the Effective Time)days thereafter, Parent shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which person who was, immediately prior to the Effective Time represented outstanding Time, a holder of record of one or more Old Certificates representing shares of Company Capital Common Stock or Warrants (that have been converted at the “Certificates”) (A) Effective Time into the right to receive the Merger Consideration pursuant to Article I, a letter of transmittal substantially in customary form and reasonably acceptable to Parent and the form attached hereto as Exhibit C Company (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates (or surrender of Book-Entry Shares) to the Exchange Agent Agent) and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Old Certificates in exchange for the consideration for certificates representing the number of whole Parent Common Stock, any cash in lieu of fractional shares and the cash portion of the Merger Consideration which shares of Company Common Stock represented by such Old Certificate or Warrant Payment (Old Certificates shall have been converted into the right to receive pursuant to this Agreement, as applicable) receivable in respect of such Certificateswell as any dividends or distributions to be paid pursuant to Section 2.2(b). Upon From and after the Effective Time, upon proper surrender of a an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent Agent, together with such Letter of Transmittal, properly completed and letter of transmittal duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor therefor, as applicable, (i) a New Certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) payment representing the amount of (A) the cash portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, (B) any cash in lieu of fractional shares of Company Capital Stock or Warrants formerly represented by which such Certificate (and holder has the right to receive payments from in respect of the General Escrow Account Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II and (C) any dividends or distributions which the Equityholders’ Representative Escrow Account in accordance with holder thereof has the Escrow Agreement and right to receive pursuant to this Section 3.3)2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on with respect to any Merger Consideration or Warrant Payment (as applicable) payable property to holders be delivered upon surrender of Old Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.12.2, each Old Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the portion of surrender, the Merger Consideration and any cash in lieu of fractional shares or Warrant Payment (as applicable) payable in respect of such Certificate dividends or distributions as set forth in contemplated by this Section 2.62.2.

Exchange Procedures. Subject to Section 3.1(c), promptly following Promptly after the Effective Time (but and in no any event later than two (2) within three Business Days following the Effective TimeDays), Parent and the Surviving Corporation shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior Certificates and to each holder of record of Book-Entry Shares, in each case whose shares were converted into the Effective Time represented outstanding shares of Company Capital Stock or Warrants right to receive the Merger Consideration pursuant to Section 4.2(a), (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 customary such form and have such other provisions as Parent may reasonably satisfactory to Parent and the Equityholders’ Representative, specify and (Bii) instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in payable with respect of such Certificatesthereto. Upon surrender to the Paying Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such Letter of Transmittal, properly a duly completed and duly executed, and validly executed letter of transmittal or receipt of an “agent’s message” by the Paying Agent (or such other documents evidence, if any, of transfer as the Paying Agent may be required pursuant to such instructionsreasonably request) in the case of Book-Entry Shares, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the portion amount of the Merger Consideration or Warrant Payment (as applicable) cash which such holder has the right to receive in respect of the shares of Company Capital Common Stock or Warrants formerly theretofore represented by such Certificate (and the right or book-entry entitle such holder to receive payments from pursuant to the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), provisions of this Article 4 and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. Following any receipt of an Excess PaymentUntil so surrendered or transferred, as the Exchange Agent will deliver case may be, each such Certificate or Book-Entry Share shall represent after the Effective Time for all purposes only the right to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if receive the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofConsideration. No interest will shall be paid or accrued shall accrue on any Merger Consideration or Warrant Payment (as applicable) cash payable to holders of CertificatesCertificates or Book-Entry Shares pursuant to the provisions of this Article 4. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that is not registered in the transfer records of the Company, payment may be made to a Person other than the portion Person in whose name the Certificate or Book-Entry Shares so surrendered are registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued payment to a transferee if Person other than the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect registered holder of such Certificate as set forth in Section 2.6or Book-Entry Shares or establish to the satisfaction of Parent that such Tax has been paid or is not applicable.

Exchange Procedures. Subject to Section 3.1(c), promptly Promptly following the Effective Time (but in no event later than two three (23) Business Days following the Effective Time), Parent shall instruct the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Common Stock or Warrants (the “Certificates”) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Section 3.1 (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“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 customary form reasonably satisfactory subject to Parent and the Equityholders’ Representativeconsent of the Company prior to the Effective Time, such consent not to be unreasonably withheld or delayed) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsinstructions (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Common Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Certificate, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Common Stock or Warrants that which is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Common Stock or Warrants is presented to the Exchange Paying Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.13.2, each Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (the right to demand to be paid the “fair value” of the shares represented thereby as applicable) payable in respect of such Certificate as set forth in contemplated by Section 2.63.3.

Exchange Procedures. Subject If (i) at least three (3) business days prior to Section 3.1(c), promptly the Closing Date Parent has received the following the Effective Time from any Participating Holder: (but in no event later than two (2x) Business Days following the Effective Time), Parent shall instruct the Exchange Agent to mail to a photocopy or facsimile of each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants to be exchanged pursuant to Section 1.6 (the “Certificates”) held by such Participating Holder, if any, (Ay) a photocopy or facsimile of a letter of transmittal substantially in the form attached hereto as Exhibit C E (the “Letter of Transmittal”), which shall specify that delivery shall be effected, duly completed and risk of loss and title to validly executed in accordance with the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representativeinstructions thereto, and (Bz) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration a photocopy or Warrant Payment (as applicable) receivable in respect facsimile of such Certificates. Upon surrender of a Certificate for cancellation other documents as may be reasonably required pursuant to the Exchange Agent together with such instructions set forth in the Letter of Transmittal, properly completed and (ii) in connection with the Closing, Parent receives an original Certificate or Certificates held by such Participating Holder, if any, a duly executedexecuted Letter of Transmittal, and such other documents as may be reasonably required pursuant to the instructions in the Letter of Transmittal, then on the Closing Date in accordance with such instructionsLetter of Transmittal, Parent shall deliver: (x) to any such Participating Holder for whom the holder payment of such Certificate shall be entitled Merger Consideration is not subject to receive wage or payroll tax withholding in exchange therefor the portion of applicable the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account payable at Closing in accordance with the Escrow Agreement terms hereof; and Section 3.3)(y) to the Surviving Corporation’s (or other Affiliate’s) payroll agent an amount of cash equal to the portion of applicable Merger Consideration payable at the Closing to the Participating Holders for whom such payment is subject to wage or payroll tax withholding, and the any Certificate so surrendered shall forthwith be canceled. Following If Parent has received such materials from any receipt of an Excess Paymentsuch Participating Holder later than three (3) business days prior to the Closing Date, the Exchange Agent will then Parent shall deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of Participating Holder in exchange therefor the applicable Merger Consideration no later than three (3) business days after such receipt or Warrant Payment three (as applicable3) upon surrender thereofbusiness days after the date on which such Merger Consideration is otherwise due hereunder in accordance with the terms hereof, whichever is later. No interest will shall be paid or accrued on any Merger Consideration. Until so surrendered, each Certificate shall, after the Effective Time, represent for all purposes only the right to receive the applicable Merger Consideration or Warrant Payment (as applicable) payable to holders in respect of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock represented by such Certificate. Any Participating Holder who has not complied with this Agreement shall be entitled to look only to Parent (subject to abandoned property, escheat or Warrants that is not registered in other similar Laws) only as a general creditor thereof with respect to the transfer records of the Company, the portion of the applicable Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued Stock, without any interest thereon. Parent shall provide the Stockholders’ Representative and the Payments Administrator upon reasonable request with (i) a list (updated prior to a transferee if each post-closing payment) of all Participating Holders that have properly presented all of the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any above-required transmittal information and documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right are eligible to receive upon such surrender the portion of the Merger Consideration or Warrant Payment and (as applicableii) payable copies of all such transmittal documents (including payment information) and tax documents in respect of such Certificate as set forth in Section 2.6Parent’s possession.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent the Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate Certificate or certificates Certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Target Common Shares, (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 receipt of the Certificates to by the Exchange Agent Agent, and shall be in customary such form and have such other provisions as Acquiror may reasonably satisfactory to Parent and the Equityholders’ Representative, specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Acquiror Common Stock and/or cash (including cash in lieu of any fractional shares), as the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificatescase may be. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such Letter letter of Transmittaltransmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate (other than a holder of Dissenting Shares) shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) to which such holder has the right shall have become entitled to receive in respect pursuant to Section 1.6 (Conversion of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement Target Common Shares) and Section 3.31.10 (Fractional Shares), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment amount payable (as applicableincluding cash in lieu of any fractional shares) payable to holders upon due surrender of the Certificates. In Any interest or other income earned by the event Exchange Fund shall be for the account of a transfer Acquiror. Subject to Ohio Law and the provisions of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Companythis Agreement, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the until so surrendered, each outstanding Certificate representing such shares of Company Capital Stock or Warrants is presented that, prior to the Exchange AgentEffective Time, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, represented Target Common Shares will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (with respect to the Target Common Shares represented thereby. Any shares of Acquiror Common Stock issued in the Merger shall be issued as applicable) payable in respect of such Certificate and be deemed to be outstanding as set forth in Section 2.6of the Effective Time.

Exchange Procedures. Subject to Section 3.1(c), promptly following As soon as reasonably practicable after the Effective Time (but in no event later than two (2) Business Days following the Initial Holdco Merger Effective Time), Parent shall instruct the Exchange Agent to shall, and Marriott shall cause the Exchange Agent to, mail to each holder of record of a certificate or certificates which that immediately prior to the Starwood Merger Effective Time represented outstanding shares of Company Capital Starwood Common Stock or Warrants whose shares were converted into the right to receive the Starwood Merger Consideration (a “Certificate”), which, by virtue of the “Certificates”) Initial Holdco Merger, was subsequently converted into the right to receive the Merger Consideration, (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 Agent, and which shall be in customary such form reasonably satisfactory to Parent and have such other provisions as Marriott and the Equityholders’ Representative, Exchange Agent may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Marriott, together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may reasonably be required pursuant to such instructionsby Marriott or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which that such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)this Article II, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess PaymentPromptly after the Initial Holdco Merger Effective Time, Marriott shall cause the Exchange Agent will deliver to issue and send to each holder of surrendered Certificatesuncertificated shares of Starwood Common Stock represented by book entry that were converted into the right to receive the Starwood Merger Consideration (“Book-Entry Shares”), which, by virtue of the Initial Holdco Merger were subsequently converted into the right to receive the Merger Consideration, the Merger Consideration that such holder’s pro rata portion thereof; providedholder has the right to receive pursuant to the provisions of this Article II, that if without such holder being required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent receives an Excess Payment prior to receipt of surrendered CertificatesAgent, then payment of the portion thereof applicable to and such unsurrendered Certificates Book-Entry Shares shall forthwith be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on If any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration is to be registered in the name of or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued paid to a transferee if person other than the person in whose name the applicable surrendered Certificate representing is registered, it shall be a condition to such shares registration or payment that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such registration or payment of Company Capital Stock or Warrants is presented the Merger Consideration shall pay to the Exchange Agent, accompanied Agent any transfer or other Taxes required by any documents reasonably required reason of such registration in the name of or payment to evidence and effect a person other than the registered holder of such transfer and by evidence Certificate or establish to the reasonable satisfaction of the Exchange Agent that any applicable stock transfer Taxes have such Tax has been paidpaid or is not applicable. Until surrendered or cancelled as contemplated by this Section 3.12.2, each Certificate shall, subject to Section 3.2, or Book-Entry Share shall be deemed at any time after the Initial Holdco Merger Effective Time to represent only the right to receive upon such surrender or cancellation the portion Merger Consideration. No interest shall be paid or shall accrue for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender or Warrant Payment (as applicable) payable in respect cancellation of such Certificate as set forth in Section 2.6Certificates or Book-Entry Shares.

Exchange Procedures. Subject to Section 3.1(c)At the Effective Time, promptly following the exchange agent mutually selected by Midwest and CoVest (the “Exchange Agent”) shall, as soon as practicable after the Effective Time (but in no event later than two three (23) Business Days business days following the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record (other than CoVest, any subsidiary of CoVest, or Midwest) of a certificate or certificates which immediately prior to as of the Effective Time represented outstanding shares of Company Capital CoVest Common Stock or Warrants (the “Certificates”) ), pursuant to documentation reasonably acceptable to Midwest and CoVest: (Ai) a form letter of transmittal substantially in the form attached hereto as Exhibit C (“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 a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, Agent); and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to the Exchange Agent), together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive (as provided in Sections 1.03 and 1.04 hereof) in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) representing the number of shares of Midwest Common Stock and cash into which the shares of CoVest Common Stock, theretofore represented by the Certificate so surrendered, shall have been converted pursuant to the provisions of this Article I, plus an amount of cash for any fractional share of Midwest Common Stock which such holder has the right would be entitled to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), 1.09(d) hereof and the Certificate so surrendered shall forthwith be canceleddelivered to Midwest for cancellation. Following any receipt of an Excess Payment, Midwest shall direct the Exchange Agent will deliver to each holder make such deliveries within three (3) business days of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatesall required documentation. In the event of a transfer of ownership of shares of Company Capital CoVest Common Stock or Warrants that which is not registered in the transfer records of the CompanyCoVest, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Midwest Common Stock or Warrants and cash may be issued to Table of Contents a transferee if the Certificate representing such shares of Company Capital CoVest Common Stock or Warrants is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6taxes.

Exchange Procedures. Subject to Section 3.1(c), As promptly following as practicable after the Effective Time (but and in no event later than two five (25) Business Days following the Effective Timethereafter), Parent ABCB shall instruct the Exchange Agent to mail to each holder record holder, as of record the Effective Time, of a certificate an outstanding Certificate or certificates which Book Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Capital JAXB Common Stock or Warrants (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of JAXB Common Stock shall pass, only upon proper delivery of the Certificates corresponding certificates (the “Certificates”) representing such shares to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to non-certificated shares represented by book entry (“Book Entry Shares”), and shall be in customary form as directed by ABCB and reasonably satisfactory acceptable to Parent and the Equityholders’ RepresentativeJAXB), and (Bii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable payable in respect of such Certificatesthe shares of JAXB Common Stock represented thereby. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates or Book Entry Shares for cancellation to the Exchange Agent together with such Letter letters of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder holders of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor therefor, upon completion of the portion of calculations required by Section 2.7 and Section 2.9, the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive any cash payable in respect lieu of the any fractional shares of Company Capital ABCB Common Stock or Warrants formerly represented by such Certificate (and the right pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.32.10(d), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will shall be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of CertificatesConsideration. In the event of a transfer of ownership of shares of Company Capital JAXB Common Stock or Warrants that which is not registered in the transfer records of the CompanyJAXB, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital JAXB Common Stock or Warrants may be issued paid to a transferee if the Certificate representing such shares of Company Capital JAXB Common Stock or Warrants is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after reason of the Effective Time to represent only the right to receive upon such surrender the portion delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or Warrant Payment (as applicable) payable in respect shall establish to the satisfaction of the Exchange Agent that such Certificate as set forth in Section 2.6Taxes have been paid or are not payable.

Exchange Procedures. Subject to To exchange Notes, a Holder must satisfy the requirements set forth in this Section 3.1(c)2.13. To exchange the Notes, promptly following a Holder must (a) complete and manually sign the Effective Time (but in no event later than two (2) Business Days following irrevocable exchange notice on the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 reverse of the Certificates Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes which are in certificated form, surrender the Notes to the Exchange Agent, or, if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary, (c) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, the Company or the Trustee and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for exchange. Notes in customary form reasonably satisfactory to Parent respect of which a Holder has delivered an Optional Repurchase Notice or Change in Control Purchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 2.08 or Section 2.09, as the case may be. In case any Note shall be surrendered for partial exchange, the Operating Partnership shall execute and the Equityholders’ RepresentativeTrustee shall authenticate and deliver to, and (B) instructions for use in effecting or upon the surrender written order of, the Holder of the Certificates Note so surrendered, without charge to such holder, a new Note or Notes in exchange for authorized denominations in an aggregate principal amount equal to the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect surrendered Notes not surrendered for exchange. A Holder may exchange fewer than all of such CertificatesHolder’s Notes so long as the Notes exchanged are an integral multiple of $1,000 principal amount. Upon surrender of a Certificate Note for cancellation exchange by a Holder, such Holder shall deliver to the Exchange Agent together with such Letter of Transmittal, properly completed Operating Partnership cash equal to the amount that the Operating Partnership is required to deduct and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive withhold under applicable law in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance connection with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereofexchange; provided, that however, if the Holder does not deliver such cash, the Operating Partnership may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. Upon exchange of a Note, a Holder shall not receive any cash payment representing accrued and unpaid interest on such Note. Instead, upon an exchange of Notes, the Operating Partnership shall deliver to tendering Holders only the consideration specified in Section 2.12. Delivery of cash and Company Common Shares, if any, upon an exchange of Notes shall be deemed to satisfy the Operating Partnership’s obligation to pay the principal amount of the Notes and any accrued and unpaid interest. Accordingly, upon an exchange of Notes, any accrued and unpaid interest shall be deemed paid in full rather than cancelled, extinguished or forfeited. In no event shall the Exchange Agent receives Rate be adjusted to account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a Regular Record Date for an Excess Payment prior to receipt of surrendered Certificates, then interest payment shall receive payment of interest payable on the portion thereof applicable to such unsurrendered Certificates shall be made at corresponding Interest Payment Date notwithstanding the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect exchange of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed Notes at any time after the Effective Time close of business on the applicable Regular Record Date. Notes tendered for exchange by a Holder after the close of business on any Regular Record Date for an interest payment and on or prior to represent only the right corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such Holder is to receive upon on such surrender Notes on such Interest Payment Date; provided, however, that no such payment shall be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to the portion second Business Day following such Interest Payment Date or (2) with respect to overdue interest (including Additional Interest), if any overdue interest exists at the time of exchange with respect to such Notes. Upon exchange of a Note, the Operating Partnership, if it elects to deliver Net Shares, shall pay any documentary, stamp or similar issue or transfer tax due on the issue of the Merger Consideration Net Shares upon the exchange, if any, unless the tax is due because the Holder requests the shares to be issued or Warrant Payment (as applicable) payable delivered to a person other than the Holder, in respect which case the Holder must pay the tax due prior to the delivery of such Certificate Net Shares. Certificates representing or evidencing Company Common Shares shall not be issued or delivered unless all taxes and duties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a holder of Company Common Shares. Such Holder shall only acquire such rights upon the delivery by the Operating Partnership, at its option, of Net Shares in accordance with the provisions of Section 2.12 in connection with the exchange by a Holder of Notes. If a Holder exchanges more than one Note at the same time, the number of Net Shares, if any, issuable upon the exchange shall be based on the total principal amount of the Notes surrendered for exchange. The Company shall, prior to issuance of any Notes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Company Common Shares a sufficient number of Company Common Shares to permit the exchange of the Notes at the applicable Exchange Rate, assuming an election by the Company to satisfy the entire Net Amount by the delivery of Company Common Shares. Any Company Common Shares delivered upon an exchange of Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery of Company Common Shares, if any, upon an exchange of Notes and, prior to delivering any Company Common Shares upon an exchange of the Notes, shall cause to have listed or quoted all such Company Common Shares on each U.S. national securities exchange or over-the-counter or other domestic market on which the Company Common Shares are then listed or quoted. Except as set forth in Section 2.6herein, no other payment or adjustment for interest shall be made upon exchange of Notes.

Exchange Procedures. Subject to Section 3.1(c), As promptly following the Effective Time (but in no event later than two (2) Business Days as practicable following the Effective Time), Parent comScore shall instruct cause the Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates which (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Capital Rentrak Common Stock (or Warrants effective affidavits of loss in lieu thereof) or non-certificated shares of Rentrak Common Stock represented by book entry (the “CertificatesBook Entry Shares”) (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C Rentrak and comScore may reasonably agree (“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 effective affidavits in lieu thereof) or Book Entry Shares to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, Agent) and (Bii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the portion certificates representing whole shares of the Merger Consideration or Warrant Payment (as applicable) receivable comScore Common Stock pursuant to Section 1.4(b)(i), cash payable in respect thereof pursuant to Section 1.4(b)(i) in lieu of any fractional shares of comScore Common Stock and any dividends or other distributions payable in respect thereof pursuant to Section 2.3(d). With respect to uncertificated shares of Rentrak Common Stock held through “direct registration,” comScore shall implement procedures with the Exchange Agent for effecting the exchange of such Certificatesdirectly registered uncertificated shares of Rentrak Common Stock and payment of cash in lieu of any fractional shares pursuant to Section 1.4(b)(i), as promptly as practicable after the Effective Time. Upon surrender of a Certificate Certificates (or effective affidavits in lieu thereof) or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by comScore, together with such Letter letter of Transmittaltransmittal, properly duly completed and duly executed, and such other documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor the portion number of the Merger Consideration whole shares of comScore Common Stock (after taking into account all Certificates or Warrant Payment (as applicable) which such Book Entry Shares surrendered by such holder has the right of record) such holder is entitled to receive pursuant to Section 1.4(b)(i) (which, at the election of comScore, may be in respect uncertificated book entry form unless a physical certificate is requested by the holder of the record or is otherwise required by applicable Legal Requirements), payment of any cash such holder is entitled to receive pursuant to Section 1.4(b)(i) in lieu of fractional shares of Company Capital comScore Common Stock and any dividends or Warrants formerly represented by distributions such Certificate (and the right holder is entitled to receive payments from pursuant to Section 2.3(d), which shares and cash comScore shall cause the General Escrow Account Exchange Agent to distribute as promptly as practicable (but in any event within five (5) Business Days) following surrender of such Certificates or Book Entry Shares and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement such duly completed and Section 3.3)validly executed letter of transmittal, and the Certificate Certificates so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, The Exchange Agent shall accept such Certificates or Book Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives may impose for an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion orderly exchange thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofin accordance with normal exchange practices. No interest will shall be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to for the benefit of holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock Certificates or Warrants that is not registered in Book Entry Shares on the transfer records of cash amounts payable upon the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect surrender of such shares of Company Capital Stock Certificates or Warrants may be issued such Book Entry Shares pursuant to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidthis Section 2.3. Until surrendered as contemplated by this Section 3.1so surrendered, each Certificate shall, subject to Section 3.2, be deemed at any time from and after the Effective Time outstanding Certificates or Book Entry Shares shall be deemed to represent evidence only the ownership of the number of full shares of comScore Common Stock into which such shares of Rentrak Common Stock shall have been so converted and the right to receive upon such surrender the portion an amount in cash in lieu of the Merger Consideration issuance of any fractional shares in accordance with Section 1.4(b)(i) and any dividends or Warrant Payment (as applicable) distributions payable pursuant to Section 2.3(d). Notwithstanding anything to the contrary in respect this Agreement, Certificates and Book Entry Shares to be exchanged by any Person constituting an “affiliate” of Rentrak for purposes of Rule 145 under the Securities Act shall be subject to the restrictions described in such Certificate as set forth in Section 2.6Rule 145.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days Promptly following the Effective Time), Parent and the Surviving Corporation shall instruct cause the Exchange Payment Agent to mail to each holder of record of a certificate or certificates which Shares as of immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Time: (the “Certificates”) (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“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 a certificate or certificates (the Certificates “Certificates”) that immediately prior to the Exchange Agent Effective Time represented outstanding Shares (excluding Owned Shares and shall be Dissenting Shares) (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or transfer of non-certificated Shares (excluding Owned Shares and Dissenting Shares) represented by book entry (“Uncertificated Shares”) to Parent and the Equityholders’ Representative, Payment Agent); and (Bii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the portion Merger Consideration payable in respect thereof pursuant to the provisions of Article I. Each holder of Shares that have been converted into the right to receive the Merger Consideration or Warrant Payment (as applicable) receivable shall be entitled to receive the Merger Consideration in respect of such Certificates. Upon the Shares represented by a Certificate or Uncertificated Share, upon (x) surrender to the Payment Agent of a Certificate for cancellation to the Exchange Agent Certificate, together with such Letter of Transmittal, properly a duly completed and duly executed, validly executed letter of transmittal and such other documents as may reasonably be required pursuant to requested by the Payment Agent, or (y) receipt of an “agent’s message” by the Payment Agent (or such instructionsother evidence, if any, of transfer as the holder Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, from and after the Effective Time each such Certificate or Uncertificated Share shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. If Certificates or Uncertificated Shares are presented to the shares of Company Capital Stock or Warrants formerly represented by such Certificate (Surviving Corporation after the Effective Time for any reason, they shall be canceled and exchanged for the right to receive payments from the General Escrow Account Merger Consideration as provided for, and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. procedures set forth in Article I. No interest will shall be paid or accrued on any Merger Consideration the cash payable upon the surrender or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership such Certificate or Uncertificated Share. From and after the Effective Time, there will be no further registration of shares of Company Capital Stock or Warrants that is not registered in transfers on the transfer records of the Company, the portion Surviving Corporation of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be Shares that were issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented and outstanding immediately prior to the Exchange AgentEffective Time, accompanied by any documents reasonably required other than transfers to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1reflect, each Certificate shallin accordance with customary settlement procedures, subject trades effected prior to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6Time.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent Lilis shall instruct the Exchange Agent to mail transmit to each holder record holder, as of record the Effective Time, of a certificate or certificates which an outstanding Certificate that immediately prior to the Effective Time represented outstanding shares of Company Capital Brushy Common Stock or Warrants (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 Agent, and shall be in customary form reasonably satisfactory and agreed to Parent by Lilis and Brushy prior to the Equityholders’ Representative, Effective Time) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable payable in respect of the shares of Brushy Common Stock represented by such Certificates. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such Letter letters of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor shares of Lilis Common Stock representing, in the portion aggregate, the whole number of the Merger Consideration or Warrant Payment (as applicable) which shares of Lilis Common Stock that such holder has holders have the right to receive in respect of the pursuant to Section 2.1 (after taking into account all shares of Company Capital Brushy Common Stock or Warrants formerly represented then held by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3holder), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Brushy Common Stock or Warrants that is was not registered in the transfer records of the CompanyBrushy, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Brushy Common Stock or Warrants may be issued paid to a transferee if the Certificate representing such shares of Company Capital Brushy Common Stock or Warrants is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Merger Consideration in any name other than that any applicable stock transfer of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 3.12.3, each Certificate shallCertificate, subject to Section 3.2other 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 portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of the shares of Brushy Common Stock represented by such Certificate as set forth in Section 2.6Certificate.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent and the Surviving Corporation shall instruct cause the Exchange Paying Agent to mail (i) to each holder of record record, as of the Effective Time, of a certificate or certificates certificates, which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Shares (the “"Certificates”"), which Shares were converted pursuant to Section 1.3(b) hereof into the right to receive the Merger Consideration, (Ax) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Paying Agent and shall be in customary such form and have such other provisions as Parent may reasonably satisfactory to Parent and the Equityholders’ Representative, specify) and (By) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment and (as applicableii) receivable to each holder of a Company Option, a check in an amount due and payable to such holder pursuant to Section 1.5 hereof in respect of such CertificatesCompany Option. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent Paying Agent, together with such Letter a letter of Transmittaltransmittal, properly completed and duly executedexecuted in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants for each Share formerly represented by such Certificate, to be mailed promptly following the Paying Agent's receipt of such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account or affidavit of loss in accordance with the Escrow Agreement and Section 3.3lieu thereof), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will shall be paid or accrued for the benefit of holders of the Certificates on any the Merger Consideration payable upon the surrender of the Certificates, or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares in respect of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion Options. If payment of the Merger Consideration or Warrant Payment is to be made to a Person (as applicabledefined in Section 8.7) payable other than the Person in respect whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such shares payment shall have paid all transfer and other Taxes (as defined in Section 2.17) required by reason of Company Capital Stock or Warrants may be issued the issuance to a transferee if Person other than the registered holder of the Certificate representing surrendered or such shares of Company Capital Stock or Warrants is presented Person shall have established to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect satisfaction of the Surviving Corporation that such transfer and by evidence that any applicable stock transfer Taxes have Tax either has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 3.11.4, each Certificate shall, subject to Section 3.2, shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration for each Share in cash as contemplated by Section 1.3(b) hereof, without interest thereon. The Paying Agent shall accept such Certificates (or Warrant Payment (affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as applicable) payable the Paying Agent may impose to effect an orderly exchange thereof in respect of such Certificate as set forth in Section 2.6accordance with normal exchange practices.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent Flag shall instruct cause the exchange agent selected by Flag (the “Exchange Agent Agent”) to mail to each holder the former shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants FCB appropriate transmittal materials (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, each holder of shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the promptly upon surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to thereof receive in exchange therefor the portion consideration provided in Section 3.1 of the Merger Consideration this Agreement, together with all undelivered dividends or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of Company Capital Stock or Warrants may be issued to a transferee if this Agreement. To the Certificate representing such extent required by Section 3.5 of this Agreement, each holder of shares of Company Capital FCB Common Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence issued and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed outstanding at any time after the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of Flag Common Stock to represent only which such holder may be otherwise entitled (without interest). Neither Flag nor the right Exchange Agent shall be obligated to receive upon such surrender deliver the portion consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger Consideration until such holder surrenders his or Warrant Payment (her certificate or certificates representing the shares of FCB Common Stock for exchange as applicable) payable provided in respect this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, mutilated or destroyed. The certificate or certificates of such Certificate FCB Common Stock so surrendered shall be duly endorsed as set forth either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or property delivered in Section 2.6good faith to a public official pursuant to any applicable abandoned property, escheat or other Law.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following On the Effective Time), (i) each SFC Stockholder shall execute and deliver to Parent shall instruct either the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants certificates(s) evidencing such SFC Stockholder’s Shares (the “Certificates”) (A) a letter or an affidavit of transmittal substantially lost certificate, in the form attached hereto as Exhibit C (“Letter provided by Parent with respect thereto with full indemnity in favor 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 customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeParent, and (Bii) instructions for use each SFC Optionholder shall deliver to Parent either the original, fully-executed stock option agreement(s) evidencing such SFC Equityholder’s Options (the “Option Agreements”) or an affidavit of lost stock option agreement, in effecting the surrender form provided by Parent with respect thereto with full indemnity in favor of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesParent. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter Parent of Transmittal, properly completed the Shares and duly executed, and such other documents as may be required pursuant to such instructionsOptions for cancellation, the holder of SFC Equityholder holding such Certificate Shares and/or Options shall be entitled to receive in exchange therefor (A) at Closing upon the portion surrender of such Shares and/or Options (i) the Merger aggregate Per Share Cash Closing Consideration or Warrant Payment (as applicable) and Per Option Cash Closing Consideration which such holder SFC Equityholder has the right to receive in respect of the such Shares and/or Options, and (ii) a certificate representing that number of whole shares of Company Capital aggregate Per Share Stock or Warrants formerly represented by Closing Consideration and Per Option Stock Closing Consideration which such Certificate (and SFC Equityholder has the right to receive payments from the General Escrow Account in respect of such Shares and/or Options (after taking into account all Shares and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3Options then held by such SFC Equityholder), and (B) at the Certificate times stated in and subject to the terms and conditions of this Agreement and the Escrow Agreement, the Escrow Amount, Equityholder Representative Holdback Amount, Earn Out Amounts, Earn Out Shares and post-Closing adjustments under Section 2.08(c) due in respect of such Shares and/or Options, and the Certificates and/or Option Agreements so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Capital Stock Shares or Warrants Options that is not registered in the transfer records of the Company, the portion of the applicable Merger Consideration and any dividends or Warrant Payment (as applicable) payable in respect other distributions to which the holder of such shares of Company Capital Stock Shares or Warrants Options is entitled pursuant to Section 2.02(b) may be delivered and issued to a transferee if the Certificate representing such shares Shares (or affidavit of Company Capital Stock lost certificate) or Warrants original Option Agreement representing such Options (or affidavit of lost stock option agreement), as applicable, is presented to the Exchange AgentParent, accompanied by any all documents reasonably deemed necessary by Parent required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes taxes have been paid, and in such event Schedule A-3 hereto will be revised by the parties to reflect such transfer. Until surrendered as contemplated by this Section 3.12.02, each Certificate shall, subject to Section 3.2, and Option Agreement shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the portion applicable Merger Consideration and any dividends or other distributions to which such SFC Equityholder is entitled pursuant to Section 2.02(b), without any interest thereon and subject to any required withholding Taxes. In furtherance of the Merger foregoing, the (i) Aggregate Cash Closing Consideration or Warrant Payment shall be paid at Closing to the SFC Equityholders in the amounts set forth opposite such person’s name on Schedule A-3 (as applicablefinalized in accordance with Section 2.01(d)) payable in respect of such Certificate as by wire transfer to the accounts set forth thereon, and (ii) the Aggregate Stock Closing Consideration shall be delivered at Closing to the SFC Equityholders in the amounts set forth opposite such person’s name on Schedule A-3 (as finalized in accordance with Section 2.62.01(d)).

Exchange Procedures. Subject to Section 3.1(c), promptly following As soon as reasonably practicable after the Effective Time (but in no event later than two three (23) Business Days following the Effective Timethereafter), Parent shall instruct cause the Exchange Agent to mail to each holder of record as of the Effective Time of one or more certificates (each, a certificate “Certificate”) or certificates which uncertificated Company Shares (“Uncertificated Shares”) that immediately prior to the Effective Time represented issued and outstanding shares of Company Capital Stock or Warrants Shares that were converted into the right to receive Merger Consideration pursuant to Section 2.3: (the “Certificates”) (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate or Uncertificated Shares shall pass, only upon proper delivery of the Certificates Certificate or the Uncertificated Shares to the Exchange Agent and Agent), that shall also be in customary such form reasonably satisfactory to and have such other provisions as Parent and the Equityholders’ RepresentativeCompany may reasonably specify, and (Bii) instructions for use in effecting the surrender of the Certificates Certificate or the transfer of Uncertificated Shares in exchange for the portion Merger Consideration and (iii) a certificate or declaration in customary form to be used to confirm the status of a Person as a Resident of Israel within the meaning of the Merger Consideration or Warrant Payment Ordinance (as applicable) receivable in respect of such Certificatesa “Residence Certificate”). Upon (x) surrender of a Certificate Certificates for cancellation to the Exchange Agent or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such Letter letter of Transmittaltransmittal, properly duly completed and duly executed, and such other documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor the portion Merger Consideration, cash in lieu of the Merger Consideration or Warrant Payment (as applicable) fractional shares of Parent Common Stock to which such holder has the right is entitled pursuant to receive in respect of the shares of Company Capital Stock Section 2.3(e) and any dividends or Warrants formerly represented by other distributions to which such Certificate (and the right holder is entitled pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.32.4(d), and the Certificate Certificates so surrendered or the Uncertificated Shares so transferred shall forthwith be canceled. Following any receipt of an Excess PaymentUntil so surrendered or canceled, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered outstanding Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest and Uncertificated Shares will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence deemed from and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender the portion of and without interest, the Merger Consideration into which the Company Shares theretofore represented by such Certificates shall have been converted pursuant to Section 2.3, cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.3(e) and any dividends or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in other distributions pursuant to Section 2.62.4(d).

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days Promptly following the Effective Time), Parent Newco and the Surviving Corporation shall instruct cause the Exchange Payment Agent to mail to each holder of record of a certificate or certificates which Shares as of immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Time: (the “Certificates”) (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“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 a certificate or certificates (the Certificates “Certificates”) that immediately prior to the Exchange Agent Effective Time represented outstanding Shares (excluding Owned Shares and shall be Dissenting Shares) (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or transfer of non-certificated Shares (excluding Owned Shares and Dissenting Shares) represented by book entry (“Uncertificated Shares”) to Parent and the Equityholders’ Representative, Payment Agent); and (Bii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the portion Merger Consideration payable in respect thereof pursuant to the provisions of Article I. Each holder of Shares that have been converted into the right to receive the Merger Consideration or Warrant Payment (as applicable) receivable shall be entitled to receive the Merger Consideration in respect of such Certificates. Upon the Shares represented by a Certificate or Uncertificated Share, upon (x) surrender to the Payment Agent of a Certificate for cancellation to the Exchange Agent Certificate, together with such Letter of Transmittal, properly a duly completed and duly executed, validly executed letter of transmittal and such other documents as may reasonably be required pursuant to requested by the Payment Agent, or (y) receipt of an “agent’s message” by the Payment Agent (or such instructionsother evidence, if any, of transfer as the holder Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, from and after the Effective Time each such Certificate or Uncertificated Share shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. If Certificates or Uncertificated Shares are presented to the shares of Company Capital Stock or Warrants formerly represented by such Certificate (Surviving Corporation after the Effective Time for any reason, they shall be canceled and exchanged for the right to receive payments from the General Escrow Account Merger Consideration as provided for, and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. procedures set forth in Article I. No interest will shall be paid or accrued on any Merger Consideration the cash payable upon the surrender or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership such Certificate or Uncertificated Share. From and after the Effective Time, there will be no further registration of shares of Company Capital Stock or Warrants that is not registered in transfers on the transfer records of the Company, the portion Surviving Corporation of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be Shares that were issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented and outstanding immediately prior to the Exchange AgentEffective Time, accompanied by any documents reasonably required other than transfers to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1reflect, each Certificate shallin accordance with customary settlement procedures, subject trades effected prior to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6Time.

Exchange Procedures. Subject to Section 3.1(c), promptly Promptly following the Effective Time (but in no event later than two (2) Business Days following the Impax Merger Effective Time), Parent Holdco shall instruct send, or shall cause the Exchange Agent to mail send, to each record holder of record of a certificate an Impax Certificate or certificates Impax Book-Entry Share, in each case which immediately prior shares were converted into the right to receive Merger Consideration in respect thereof at the Impax Merger Effective Time represented outstanding shares of Company Capital Stock or Warrants pursuant to this Agreement: (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”)transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Impax Certificates shall pass, only upon proper delivery of the Impax Certificates to the Exchange Agent Agent, and shall otherwise be in customary such form reasonably satisfactory to Parent and have such other provisions as Impax, Amneal and the Equityholders’ RepresentativeExchange Agent may reasonably specify, and (Bii) instructions for use in effecting the surrender of the Impax Certificates or Impax Book-Entry Shares in exchange for the portion of the aggregate Merger Consideration or Warrant Payment (in respect thereof, as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate Impax Certificates and Impax Book-Entry Shares for cancellation to the Exchange Agent together and upon delivery of a letter of transmittal, duly executed and in proper form with such Letter of Transmittalall required enclosures and attachments, properly completed and duly executed, and such other documents as may be required pursuant with respect to such instructionsImpax Certificates or Impax Book-Entry Shares, the holder of such Certificate Impax Certificates or Impax Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect for each share of the shares of Company Capital Impax Common Stock or Warrants formerly represented by such Certificate (Impax Certificates or such Impax Book-Entry Shares. Any Impax Certificates and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate Impax Book-Entry Shares so surrendered shall forthwith be canceledcancelled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then If payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration is to be made to a person other than the person in whose name any surrendered Impax Certificate is registered, it shall be a condition precedent to payment that the Impax Certificate so surrendered shall be properly endorsed or Warrant Payment (shall be otherwise in proper form for transfer, and the person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the delivery of the aggregate Merger Consideration in respect thereof, as applicable) payable , to holders of Certificates. In a person other than the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records holder of the Company, Impax Certificate so surrendered and shall have established to the portion satisfaction of Holdco that such Taxes either have been paid or are not required to be paid. Delivery of the aggregate Merger Consideration or Warrant Payment (Consideration, as applicable) payable in , with respect of such shares of Company Capital Stock or Warrants may to Impax Book-Entry Shares shall only be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented made to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect person in whose name such transfer and by evidence that any applicable stock transfer Taxes have been paidImpax Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.1hereby, each Impax Certificate shall, subject to Section 3.2, or Impax Book-Entry Share shall be deemed at any time after the Impax Merger Effective Time to represent only the right to receive upon such surrender the portion of the aggregate Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6thereof.

Exchange Procedures. Subject to Section 3.1(c)As soon as reasonably practicable after the Merger Effective Time, promptly following the Effective Time and in any event within four (but in no event later than two (24) Business Days following after the Merger Effective Time), Parent Holdco shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates Bidder Certificate and to each holder of record of a Bidder Book Entry Share, which immediately prior to at the Merger Effective Time represented outstanding shares of Company Capital Stock or Warrants were converted into the right to receive the Merger Consideration pursuant to Clause 8.5.6(1), (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and that risk of loss and title to the Bidder Certificates shall pass, only upon proper delivery of the Bidder Certificates to the Exchange Agent and shall be or, in customary form reasonably satisfactory the case of Bidder Book Entry Shares, upon adherence to Parent and the Equityholders’ Representativeprocedures set forth in the letter of transmittal), and (Bii) instructions for use in effecting the surrender of the Bidder Certificates and Bidder Book Entry Shares, as applicable, in exchange for the portion payment and issuance of the Merger Consideration therefor. Upon surrender of Bidder Certificates or Warrant Payment Bidder Book Entry Shares (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such Letter letter of Transmittaltransmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate Bidder Certificates or Bidder Book Entry Shares (as applicable) shall be entitled to receive in exchange therefor the portion therefor: (a) that number of the Merger Consideration Holdco Shares into which such holder’s Bidder Shares represented by such holder’s properly surrendered Bidder Certificates or Warrant Payment Bidder Book Entry Shares (as applicable) which were converted pursuant to Clause 8.5.6(1), and the Bidder Certificates or Bidder Book Entry Shares (as applicable) so surrendered shall forthwith be cancelled, and (b) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to sub-clause (h) below) equal to any cash dividends or other distributions that such holder has the right to receive pursuant to Clause 8.5.7(4) below and the amount of any cash payable in accordance with Clause 8.5.6.(1). No interest shall be paid or shall accrue for the benefit of holders of the Bidder Certificates or Bidder Book Entry Shares on the Merger Consideration payable in respect of the shares of Company Capital Stock Bidder Certificates or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6Bidder Book Entry Shares.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver distribute to each former holder of surrendered CertificatesCompany Common Stock, such holder’s pro rata portion thereof; provided, that if upon surrender to the Exchange Agent receives an Excess Payment prior to receipt for cancellation of surrendered Certificatesone or more certificates, then payment accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership appropriate number of shares of Company Capital Acquiror Common Stock or Warrants that is not registered in (and the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicableassociated Acquiror Rights) payable in respect of into which such shares of Company Capital Common Stock were converted pursuant to the Merger and any dividends or Warrants may distributions related thereto. If shares of Acquiror Common Stock (and the associated Acquiror Rights) are to be issued to a transferee if Person other than the Certificate representing Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of the Acquiror Common Stock (and the associated Acquiror Rights) that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the NYSE or a bank chartered under the Laws of the United States of America, or otherwise in proper form for transfer and that the Person requesting such shares payment shall pay any transfer or other taxes required by reason of the issuance of Acquiror Common Stock (and the associated Acquiror Rights) to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of the Acquiror that any such tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Capital Common Stock for any Acquiror Common Stock (and the associated Acquiror Rights) or Warrants is presented dividends or distributions thereon delivered to the Exchange Agent, accompanied by any documents reasonably required a public official pursuant to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidescheat Law. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject (d) Distributions with Respect to Section 3.2, be deemed at any time Unexchanged Shares of Company Common Stock. No dividends or other distributions declared or made with respect to Acquiror Common Stock with a record date on or after the Effective Time will be paid to represent only the right holder of any certificate that theretofore evidenced shares of Company Common Stock until the holder of such certificate shall surrender such certificate. Subject to receive upon the effect of any applicable escheat Law, following surrender of any such surrender certificate, there will be paid from the portion Exchange Fund to the holder of the Merger Consideration certificates evidencing whole shares of Acquiror Common Stock (and the associated Acquiror Rights) issued in exchange therefor, without interest, (i) promptly, the amount of dividends or Warrant Payment other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror Common Stock, and (as applicableii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable in with respect to such whole shares of such Certificate as set forth in Section 2.6.Acquiror Common Stock. (e)

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent UPC and Magna shall instruct cause the exchange agent selected by UPC (the "Exchange Agent Agent") to mail to each holder the former shareholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Magna appropriate transmittal materials (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of Magna Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). The Exchange Agent may establish reasonable and customary rules and procedures in connection with its duties. After the Effective Time, each holder of shares of Magna Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the promptly upon surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to thereof receive in exchange therefor the portion consideration provided in Section 3.1 of the Merger Consideration this Agreement, together with all undelivered dividends or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of Company Capital this Agreement. To the extent required by Section 3.4 of this Agreement, each holder of shares of Magna Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or Warrants certificates representing such shares, cash in lieu of any fractional share of UPC Common Stock to which such holder may be issued otherwise entitled (without interest). UPC shall not be obligated to deliver the consideration to which any former holder of Magna Common Stock is entitled as a result of the Merger until such holder surrenders such holder's certificate or certificates representing the shares of Magna Common Stock for exchange as provided in this Section 4.1. The certificate or certificates of Magna Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither UPC nor the Exchange Agent shall be liable to a transferee if holder of Magna Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property Law. Adoption of this Agreement by the Certificate representing such shares shareholders of Company Capital Stock or Warrants is presented to Magna shall constitute ratification of the appointment of the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject to Section 3.1(c), promptly following Promptly after the Effective Time (but and in no any event later than within two (2) Business Days following the Effective Timethereafter), Parent shall instruct the Exchange Paying Agent to will mail to each holder of record of a certificate (a “Certificate”) or certificates a book-entry share (a “Book-Entry Share”), which immediately prior to the Effective Time represented outstanding Shares, whose shares of Company Capital Stock or Warrants were converted pursuant to Section 3.1 into the right to receive the Merger Consideration (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall will be effected, and risk of loss and title to the Certificates shall Certificate or Book-Entry Shares will pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Paying Agent and shall will be in customary such form reasonably satisfactory and have such other provisions acceptable to Parent the Company and the Equityholders’ Representative, Parent); and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the portion payment of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesConsideration. Upon surrender of a Certificate or Book-Entry Shares for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such Letter letter of Transmittaltransmittal, duly executed and properly completed and duly executed, and such other documents as may be required pursuant to such instructionscompleted, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants for each Share formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidcancelled. Until surrendered as contemplated by this Section 3.13.4(b), each Certificate shall, subject to Section 3.2, or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration and will not evidence any interest in, or Warrant Payment (as applicable) payable in respect any right to exercise the rights of such Certificate as set forth in Section 2.6a shareholder or other equity holder of, the Company or the Surviving Corporation.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent Energy Partners shall instruct the Redemption/Exchange Agent to mail to each record holder of record of a certificate Certificates (other than such holders who have properly completed an Election form and elected the shares with respect to such Certificates as Cash Election Shares, Unit Election Shares, Stated Consideration Shares or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Non-Electing Shares in accordance with Section 3.2 and other than Appraisal Shares), (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 Redemption/Exchange Agent Agent, and shall be in customary form reasonably satisfactory and agreed to Parent by Energy Partners and Hydrocarbon prior to the Equityholders’ Representative, Effective Time) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Redemption/Merger Consideration or Warrant Payment (as applicable) receivable payable in respect of the shares of Hydrocarbon Common Stock represented by such Certificates. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates for cancellation to the Redemption/Exchange Agent together with such Letter letters of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder holders of such Certificate Certificates and the holders of Certificates who previously surrendered Certificates to the Redemption/Exchange Agent with properly completed and duly executed Election Forms shall be entitled to receive in exchange therefor (A) Common Units representing, in the portion aggregate, the whole number of the Merger Consideration or Warrant Payment (as applicable) which Common Units that such holder has the right to receive in respect of the pursuant to this Article III (after taking into account all shares of Company Capital Hydrocarbon Common Stock or Warrants formerly represented then held by such Certificate holder) and (and B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive payments from the General Escrow Account pursuant to this Article III, including cash payable in lieu of any fractional Common Units pursuant to Section 3.5(e) and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and distributions pursuant to Section 3.33.5(c), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will shall be paid or accrued on any Redemption/Merger Consideration Consideration, cash in lieu of fractional shares or Warrant Payment (as applicable) on any unpaid dividends and distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Hydrocarbon Common Stock or Warrants that which is not registered in the transfer records of the CompanyHydrocarbon, the portion of the Redemption/Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Hydrocarbon Common Stock or Warrants may be issued paid to a transferee if the Certificate representing such shares of Company Capital Hydrocarbon Common Stock or Warrants is presented to the Redemption/Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Redemption/Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Redemption/Merger Consideration in any name other than that any applicable stock transfer of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Redemption/Exchange Agent that such Taxes have been paidpaid or are not payable. Until surrendered as contemplated by this Section 3.13.5, each Certificate shall, subject to Section 3.2, other than Certificates representing Appraisal Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Redemption/Merger Consideration or Warrant Payment (as applicable) payable in respect of the shares of Hydrocarbon Common Stock represented by such Certificate as set forth in and any distributions to which such holder is entitled pursuant to Section 2.63.4.

Exchange Procedures. Subject to Section 3.1(c), promptly following Promptly after the Effective Time (but in no event later than two (2) five Business Days following after the Effective Time), Parent Buyer shall instruct cause the Exchange Agent to mail to each record holder of record MLP Units as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal substantially in (the form attached hereto as Exhibit C (“Letter of Transmittal”), ) (which shall specify that in respect of certificated MLP Units, 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 have such other provisions as may be necessary for the Holders of MLP Units to be admitted as Additional Limited Partners in Buyer and which shall be in customary such form and have such other provisions as Buyer General Partner and MLP General Partner may reasonably satisfactory to Parent specify) and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Applicable Merger Consideration or Warrant Payment (as applicable) receivable payable in respect of such Certificatestherefor. Upon Promptly after the Effective Time, upon surrender of a Certificate Certificates, if any, for cancellation to the Exchange Agent together with such Letter letters of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, each holder who held MLP Units immediately prior to the holder of such Certificate Effective Time shall be entitled to receive in exchange therefor the portion upon surrender of the Merger Consideration or Warrant Payment Certificates therefor (as applicablei) which certificates for New Buyer Common Units representing, in the aggregate, the whole number of New Buyer Common Units that such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented pursuant to this Article III (after taking into account all MLP Units then held by such Certificate holder) and (and ii) a check in an amount equal to the aggregate amount of cash that such holder has the right to receive payments from pursuant to this Article III, including the General Escrow Account Cash Consideration, any Fractional Unit Payments pursuant to Section 3.4(e) and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and distributions pursuant to Section 3.33.4(c), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will shall be paid or accrued on any Applicable Merger Consideration or Warrant Payment (as applicable) any distributions payable pursuant to holders of CertificatesSection 3.4(c). In the event of a transfer of ownership of shares of Company Capital Stock or Warrants MLP Common Units that is not registered in the transfer records of the CompanyMLP, the portion of the Applicable Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants MLP Common Units may be issued paid to a transferee transferee, if the Certificate representing such shares of Company Capital Stock or Warrants MLP Common Units is presented to the Exchange Agent, and in the case of both certificated and book-entry MLP Common Units, accompanied by any all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by evidence reason of the delivery of the Applicable Merger Consideration in any name other than that any applicable stock transfer of the record holder of such MLP Common Units, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paidpaid or are not payable. Until surrendered such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.13.4(b), each Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the portion of the Applicable Merger Consideration or Warrant Payment (as applicable) payable in respect of MLP Units, distributions pursuant to Section 3.4(c), and (without the necessity of such Certificate as set forth in surrender) any cash or distributions to which such holder is entitled pursuant to Section 2.63.2.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent the Surviving Corporation shall instruct the Exchange Agent cause to mail be mailed to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Capital Target Preferred Stock or Warrants (the “Certificates”) ), whose shares were converted into the right to receive the Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares, and the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, pursuant to Section 1.6 and in accordance with ARTICLE VII and the Escrow Agreement: (Ai) a letter of transmittal substantially transmittal, in the form attached hereto as Exhibit C (“Letter of Transmittal”)customary form, which shall specify (A) that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates to by the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeAgent, and (B) that receipt of the Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares, the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, and the Per Share Escrow Cash Consideration shall be contingent upon such holder executing a Lock-Up Agreement, substantially in the form attached hereto as Exhibit A; (ii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Series C Per Share Upfront Merger Consideration or Warrant Payment (the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares and the right to receive the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, and the Per Share Escrow Cash Consideration; and (iii) receivable in respect of such Certificatesother customary documents as may be required pursuant to such instructions. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such Letter letter of Transmittaltransmittal and other documents, properly duly completed and duly executed, and such other documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor therefor: (i) a certificate evidencing the portion of the Per Share Upfront Merger Consideration or Warrant Payment (as applicable) to which such holder has the right is entitled pursuant to receive Section 1.6; (ii) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c); and (iii) cash (without interest) in respect of the fractional shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account as provided in accordance with the Escrow Agreement and Section 3.31.6(j), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2i) Business Days following Promptly after the Effective Time), Parent the Surviving Corporation shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Book Entry Share (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify specifying that delivery of the Certificates or Book Entry Shares shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss reasonably satisfactory to the Exchange Agent and shall Surviving Corporation in lieu thereof) or Book Entry Shares to the Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Parent may reasonably satisfactory to Parent and the Equityholders’ Representativespecify, and (Bii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares, as applicable, in exchange for the portion Merger Consideration (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 or Warrant Payment (as applicable) receivable in respect Book Entry Share is registered on the transfer books of Company, subject to the receipt of appropriate documentation for such Certificatestransfer). Upon surrender to the Paying Agent of a Certificate (or evidence reasonably satisfactory to the Surviving Corporation of loss in lieu thereof) or Book Entry Shares, as applicable, for cancellation to the Exchange Agent together with such Letter letter of Transmittaltransmittal, properly duly completed and duly validly executed, and such other documents as may reasonably be required pursuant to such instructionsrequested by the Paying Agent, the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which that such holder has the right is entitled to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)this Article II, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereofcancelled; provided, that if in no event will a holder of a Certificate or Book Entry Share be entitled to receive the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofif Merger Consideration was already paid with respect to the Shares underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any Merger Consideration amount payable upon due surrender of the Certificates or Warrant Payment (as applicable) payable to holders of CertificatesBook Entry Shares. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants Common Shares that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants payment may be issued to such a transferee if the Certificate or Book Entry Share formerly representing such shares of Company Capital Stock or Warrants Common Shares is presented to the Exchange Paying Agent, accompanied by any all documents reasonably satisfactory to the Surviving Corporation required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer and or other taxes required by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject reason of such payment to Section 3.2, be deemed at any time after a Person other than the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect registered holder of such Certificate as set forth or Book Entry Share or establishes to the satisfaction of Parent and Company that such tax has been paid or is not applicable. All cash paid upon the surrender of a Certificate or Book Entry Share in accordance with the terms of this Section 2.62.2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Shares formerly represented by such Certificate or Book Entry Share.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent the Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder the former stockholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants PBF appropriate transmittal materials (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of PBF Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesAgent). Upon surrender of a Certificate certificate or certificates for exchange and cancellation to the Exchange Agent (such shares to be free and clear of all liens, claims and encumbrances), together with such Letter a properly executed letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructionstransmittal, the holder of such Certificate certificate or certificates shall be entitled to receive in exchange therefor therefore: (a) a certificate representing that number of whole shares of ANB Common Stock which such holder of PBF Common Stock became entitled to receive pursuant to the portion provisions of Article 3 hereof and (b) a check representing the Merger aggregate cash consideration, if any, for fractional shares and/or Additional Optional Cash Consideration or Warrant Payment (as applicable) Per Share which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Article 3 hereof, and the Certificate certificate or certificates so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on any Merger cash in lieu of fractional shares, Additional Optional Cash Consideration Per Share, or Warrant Payment (as applicable) unpaid dividends and distributions, if any, payable to holders of Certificatescertificates for PBF Common Stock. In The Surviving Corporation shall not be obligated to deliver the event consideration to which any former holder of PBF Common Stock is entitled as a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion result of the Merger Consideration until such holder surrenders his certificate or Warrant Payment (as applicable) payable in respect of such certificates representing the shares of Company Capital PBF Common Stock for exchange as provided in this Section 4.1. The certificate or Warrants certificates for PBF Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither the Surviving Corporation, ANB nor the Exchange Agent shall be issued liable to a transferee if the Certificate representing such shares holder of Company Capital PBF Common Stock for any amounts paid or Warrants is presented property delivered in good faith to the Exchange Agent, accompanied by any documents reasonably required a public official pursuant to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6abandoned property Law.

Exchange Procedures. Subject to Section 3.1(c), As promptly following as practicable after the Effective Time (but in no event later than two three (23) Business Days following the Effective Timethereafter), Parent Ouster shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates Velodyne Book-Entry Share, which immediately prior shares were converted into the right to receive the applicable Velodyne Merger Consideration at the Effective Time represented outstanding shares of Company Capital Stock or Warrants pursuant to this Agreement: (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”)transmittal, which shall specify that delivery shall be effectedin such form and have such provisions as Ouster, Velodyne 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 customary form may reasonably satisfactory to Parent and the Equityholders’ Representativespecify, and (Bii) instructions for use in effecting the surrender of the Certificates Velodyne Book-Entry Shares in exchange for the portion of the applicable Velodyne Merger Consideration or Warrant Payment (as applicable) receivable in respect and the method of payment of such Certificatesholder’s Fractional Shares Cash Amount. Upon surrender of a Certificate the Velodyne Book-Entry Shares for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and or to such other documents agent or agents as may be appointed by Xxxxxxxx and Ouster, and upon delivery of a letter of transmittal, duly executed and in proper form with all required pursuant enclosures and attachments with respect to such instructionsVelodyne Book-Entry Shares, the holder of such Certificate Velodyne Book-Entry Shares shall be entitled to receive in exchange therefor the portion whole shares of the Merger Consideration or Warrant Payment (as applicable) which Ouster Common Stock that such holder has the right is entitled to receive in respect pursuant to Section 2.1 and, if applicable, the Fractional Shares Cash Amount for each share of the shares of Company Capital Velodyne Common Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate Velodyne Book-Entry Share. Any Velodyne Book-Entry Shares so surrendered shall forthwith be canceledcancelled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance Delivery of the applicable Velodyne Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will with respect to Velodyne Book-Entry Shares shall only be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable made to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered Person in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of whose name such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paidare registered. Until surrendered as contemplated by this Section 3.1hereby, each Certificate shall, subject to Section 3.2, Velodyne Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the applicable Velodyne Merger Consideration or Warrant Payment (as applicable) payable provided in respect of such Certificate as set forth in Section 2.6this Agreement.

Exchange Procedures. Subject to Section 3.1(c), As promptly following as practicable after the Effective Time Time, and in any event within seven (but in no event later than two (27) Business Days following the Effective Time)thereafter, Parent Eurasian shall instruct cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior Bullion Shares whose shares were converted into the right to receive the Effective Time represented outstanding shares of Company Capital Stock or Warrants Merger Consideration: (the “Certificates”) (Ai) a letter of transmittal substantially in the customary form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, Agent) and (Bii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for certificates or book-entries representing Eurasian Shares comprising the Share Consideration portion of the Merger Consideration and cash comprising the Cash Consideration portion of the Merger Consideration and any dividends or Warrant Payment (as applicableother distributions to which holders of Certificates or Book-Entry Shares are entitled pursuant to Section 3.2(c) receivable and cash in respect lieu of any fractional Eurasian Shares to which such Certificatesholders are entitled pursuant to Section 3.2(d). Upon surrender of a Certificate or Book-Entry Share for cancellation to with the Exchange Agent Agent, together with such Letter letter of Transmittaltransmittal, properly duly completed and duly validly executed, and and/or such other documents as may reasonably be required pursuant to such instructionsrequested by the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the portion therefor: (A) a certificate or book-entry representing that number of the Merger Consideration or Warrant Payment (as applicable) which Eurasian Shares that such holder has the right to receive in respect pursuant to the provisions of this Article 3 after taking into account all the Bullion Shares then held by such holder under all such Certificates or Book-Entry Shares so surrendered and (B) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article 3, including (1) the Cash Consideration portion of the shares Merger Consideration (2) any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c), and (3) any cash in lieu of Company Capital Stock or Warrants formerly represented by fractional Eurasian Shares to which such Certificate (and the right holder is entitled pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.33.2(d), and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants Bullion Shares that is not registered in the transfer records of Bullion, (x) a certificate or book-entry representing the Company, number of Eurasian Shares comprising the Share Consideration portion of the Merger Consideration and (y) a check for the proper amount of cash (i) comprising the Cash Consideration portion of the Merger Consideration, (ii) comprising any dividends or Warrant Payment other distributions to which such holder is entitled pursuant to Section 3.2(c), and (as applicableiii) payable any cash in respect lieu of fractional Eurasian Shares to which such shares of Company Capital Stock or Warrants may holder is entitled pursuant to Section 3.2(d) shall be issued to a transferee if Person other than the Person in whose name the Certificate representing such shares of Company Capital Stock or Warrants so surrendered is presented registered, if, upon presentation to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other Taxes required by evidence reason of the issuance of Eurasian Shares to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that any such Tax has been paid or is not applicable. The Eurasian Shares constituting the Share Consideration, at Eurasian’s option, shall be in uncertificated book-entry form unless a physical certificate is requested by a holder of Bullion Shares or is otherwise required under applicable stock transfer Taxes have been paidLaw. Until surrendered as contemplated by this Section 3.13.2(b), each Certificate shall, subject to Section 3.2, and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender surrender, the portion Merger Consideration, any dividends or other distributions to which the holder of such Certificate or Book-Entry Share is entitled pursuant to Section 3.2(c) and any cash in lieu of fractional Eurasian Shares to which such holder is entitled pursuant to Section 3.2(d). No interest will be paid or will accrue for the benefit of holders of Bullion Shares on the Merger Consideration or Warrant Payment (as applicable) on any other cash payable in respect to holders of such Certificate as set forth in Section 2.6Bullion Shares pursuant to this Article 3.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent the Surviving Corporation shall instruct cause the Exchange Agent to mail to each holder the former stockholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants IRBC appropriate transmittal materials (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of IRBC Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender Agent). After completion of the Certificates allocation procedure set forth in exchange for the portion of the Merger Consideration or Warrant Payment (as applicableSection 3.1(c)(5) receivable in respect of such Certificates. Upon and upon surrender of a Certificate certificate or certificates for exchange and cancellation to the Exchange Agent (such shares to be free and clear of all liens, claims and encumbrances), together with such Letter a properly executed letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructionstransmittal, the holder of such Certificate certificate or certificates shall be entitled to receive in exchange therefor therefore: (a) a certificate representing that number of whole shares of ANB Common Stock which such holder of IRBC Common Stock became entitled to receive pursuant to the portion provisions of Article 3 hereof and (b) a check representing the Merger Consideration or Warrant Payment (as applicable) aggregate cash consideration, if any, which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Article 3 hereof, and the Certificate certificate or certificates so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofcancelled. No interest will be paid or accrued on the Per Share Cash Consideration, any Merger cash in lieu of fractional shares, any Additional Optional Cash Consideration or Warrant Payment (as applicable) any unpaid dividends and distributions, if any, payable to holders of Certificatescertificates for IRBC Common Stock. In The Surviving Corporation shall not be obligated to deliver the event consideration to which any former holder of IRBC Common Stock is entitled as a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion result of the Merger Consideration until such holder surrenders his certificate or Warrant Payment (as applicable) payable in respect of such certificates representing the shares of Company Capital IRBC Common Stock for exchange as provided in this Section 4.1. The certificate or Warrants certificates for IRBC Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither the Surviving Corporation, ANB nor the Exchange Agent shall be issued liable to a transferee if the Certificate representing such shares holder of Company Capital IRBC Common Stock for any amounts paid or Warrants is presented property delivered in good faith to the Exchange Agent, accompanied by any documents reasonably required a public official pursuant to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6abandoned property Law.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent shall instruct the Exchange Agent to shall mail to each holder of record of a certificate or certificates which Certificates and In the Money Company Warrants immediately prior to the Effective Time represented outstanding whose shares of Company Capital Common Stock or and/or In the Money Company Warrants (the “Certificates”) (Awere converted into shares of Parent Common Stock pursuant to Section 2.01(c) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates and/or In the Money Company Warrants shall pass, pass only upon proper delivery of the Certificates and/or In the Money Company Warrants, as applicable, to the Exchange Agent Agent, and which shall be in customary such form and have such other provisions as Parent may reasonably satisfactory to Parent and the Equityholders’ Representative, specify) and (Bii) instructions for use in effecting the surrender of the Certificates and/or In the Money Company Warrants in exchange for the portion certificates representing shares of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesParent Common Stock. Upon surrender of a Certificate and/or In the Money Company Warrants for cancellation (or indemnity reasonably satisfactory to Parent and the Exchange Agent, if any of such Certificates and/or In the Money Company Warrants are lost, stolen or destroyed) to the Exchange Agent together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate and/or In the Money Company Warrants shall be entitled to receive in exchange therefor the portion a certificate representing that number of the Merger Consideration or Warrant Payment (as applicable) whole shares of Parent Common Stock which such holder has the right to receive in respect of all Certificates and/or In the Money Company Warrants surrendered by such holder pursuant to the provisions of this Article II (after taking into account all shares of Company Capital Common Stock or Warrants formerly represented than held by such Certificate (and holder either directly or upon conversion of the right to receive payments from In the General Escrow Account and the Equityholders’ Representative Escrow Account Money Company Warrants in accordance with the Escrow Agreement and Section 3.3a cashless conversion), and the Certificate Certificates and/or In the Money Company Warrants, as applicable, so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatescancelled. In the event of a transfer of ownership of shares of Company Capital Common Stock or and/or In the Money Company Warrants that which is not registered in the transfer records of the Company, a certificate representing the portion proper number of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Parent Common Stock or Warrants may be issued to a transferee if the Certificate representing such shares of and/or In the Money Company Capital Stock or Warrants Warrants, as applicable, is presented to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered surrender as contemplated by this Section 3.1, each Certificate shall2.02(b), subject to the provisions of Section 3.26.02(h) (Dissenters Rights) each Certificate and In the Money Company Warrants, in each case, shall be deemed at any time after the Effective Time to represent only the Parent Common Stock into which the shares of Company Common Stock represented by such Certificate or In the Money Company Warrants have been converted as provided in this Article II and the right to receive upon such surrender the portion cash in lieu of the Merger Consideration or Warrant Payment (any fractional shares of Parent Common Stock as applicable) payable in respect of such Certificate as set forth in contemplated by this Section 2.62.02(b).

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2a) Business Days following Promptly after the Effective Time), Parent Buyer shall instruct make available to Buyer’s transfer agent or another exchange agent selected by Buyer and reasonably acceptable to Target (the “Exchange Agent”) for exchange in accordance with this Section 3.1 the shares of Buyer Common Stock issuable pursuant to this Agreement. Promptly after the Effective Time, Buyer shall cause the Exchange Agent to mail (or in the case of the Depository Trust Company on behalf of “Street” holders, deliver) to each holder of record of a certificate or certificates which represented shares of Target Common Stock immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) or Book-Entry Shares appropriate transmittal materials and instructions (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates or Book-Entry Shares shall pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent and Agent). The Certificates or Book-Entry Shares of Target Common Stock so delivered shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (duly endorsed as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatesreasonably require. In the event of a transfer of ownership of shares of Company Capital Target Common Stock represented by Certificates or Warrants Book-Entry Shares that is not registered in the transfer records of the CompanyTarget, the portion of the Merger Consideration or Warrant Payment (as applicable) payable consideration provided in respect of such shares of Company Capital Stock or Warrants Section 2.1 may be issued to a transferee if the Certificate Certificates or Book-Entry Shares representing such shares of Company Capital Stock or Warrants is presented are delivered to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer Taxes taxes have been paid. Until surrendered If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as contemplated Buyer and the Exchange Agent may reasonably require and (iii) any other documents reasonably requested by this Section 3.1the Exchange Agent to evidence and effect the bona fide exchange thereof, each the Exchange Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shallshall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion including those of the Merger Consideration or Warrant Payment (as applicable) payable Exchange Agent, in respect connection with the distribution of such Certificate as set forth the consideration provided in Section 2.62.1.

Exchange Procedures. Subject to Section 3.1(c)Unless the parties otherwise agree, promptly following the Effective Time (promptly, but in no event later than two (2) Business Days following three business days, after the Effective Time), Parent the Surviving Corporation shall instruct the Exchange Agent to mail to each holder the former holders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of Seller Shares appropriate transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), materials which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing the Seller Shares shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent Surviving Corporation or its duly authorized agent. After the Effective Time, each holder of Seller Shares issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Surviving Corporation and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the promptly upon surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to thereof receive in exchange therefor the portion of the Merger Consideration Consideration, together with all undelivered dividends or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable distributions in respect of such shares (without interest thereon) pursuant to Section 2.2 of Company Capital this Agreement. The Surviving Corporation shall not be obligated to deliver the consideration to which any former holder of Seller Shares is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the Seller Shares for exchange as provided in this Section 2.1. The certificate or certificates of Seller Shares so surrendered shall be duly endorsed as the Surviving Corporation may require. Any other provision of this Agreement notwithstanding, the Surviving Corporation shall not be liable to a holder of the Seller Shares for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property law. Notwithstanding anything to the contrary contained in this Agreement, no certificates representing fractional shares of Buyer Common Stock or Warrants may shall be issued upon the surrender for exchange of the Seller Shares, and such fractional Buyer Common Stock interests will not entitle the owner thereof to vote or to any rights of a transferee if shareholder of the Certificate representing such shares Surviving Corporation. Each holder of Company Capital Seller Shares who would otherwise be entitled to receive a fractional share of Buyer Common Stock or Warrants is presented shall instead receive an amount of cash, without interest, equal to the Exchange Agent, accompanied product obtained by any documents reasonably required multiplying (a) the fractional share of Buyer Common Stock to evidence and effect which such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed holder (after taking into account all Seller Shares held at any time after the Effective Time to represent only the right to receive upon by such surrender the portion of the Merger Consideration or Warrant Payment holder) would otherwise be entitled by (as applicableb) payable in respect of such Certificate as set forth in Section 2.6$5.00.

Exchange Procedures. Subject to Section 3.1(c), As promptly following as practicable after the Effective Time (but in no event later than two three (23) Business Days following the Effective Timethereafter), Parent DENTSPLY shall instruct cause the Exchange Agent to mail to each holder of record of a certificate Sirona Certificate or certificates Sirona Book-Entry Share, in each case which immediately prior shares were converted into the right to receive the Merger Consideration at the Effective Time represented outstanding shares of Company Capital Stock or Warrants pursuant to this Agreement: (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”)transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Sirona Certificates shall pass, only upon proper delivery of the Sirona Certificates to the Exchange Agent Agent, and shall otherwise be in customary such form reasonably satisfactory to Parent and have such other provisions as DENTSPLY, Sirona and the Equityholders’ RepresentativeExchange Agent may reasonably specify, and (Bii) instructions for use in effecting the surrender of the Sirona Certificates or Sirona Book-Entry Shares in exchange for the portion of the Merger Consideration or Warrant Payment (Consideration, as applicable) receivable in respect , and the method of payment of such Certificatesholder's Fractional Shares Cash Amount. Upon surrender of a Certificate Sirona Certificates and Sirona Book-Entry Shares for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and or to such other documents agent or agents as may be appointed by Sirona and DENTSPLY, and upon delivery of a letter of transmittal, duly executed and in proper form with all required pursuant enclosures and attachments, with respect to such instructionsSirona Certificates or Sirona Book-Entry Shares, the holder of such Certificate Sirona Certificates or Sirona Book-Entry Shares shall be entitled to receive in exchange therefor the portion whole shares of the Merger Consideration or Warrant Payment (as applicable) which DENTSPLY Common Stock that such holder has the right is entitled to receive in respect pursuant to Section 2.1 and, if applicable, the Fractional Shares Cash Amount for each share of the shares of Company Capital Sirona Common Stock or Warrants formerly represented by such Certificate (Sirona Certificates and the right to receive payments from the General Escrow Account for each Sirona Book-Entry Share. Any Sirona Certificates and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate Sirona Book-Entry Shares so surrendered shall forthwith be canceledcancelled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then If payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Sirona Certificate is registered, it shall be a condition precedent to payment that the Sirona Certificate so surrendered shall be properly endorsed or Warrant Payment (shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the delivery of the Merger Consideration, as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued , to a transferee if Person other than the registered holder of the Sirona Certificate representing such shares of Company Capital Stock or Warrants is presented so surrendered and shall have established to the Exchange Agent, accompanied by any documents reasonably satisfaction of Sirona that such Taxes either have been paid or are not required to evidence and effect be paid. Delivery of the Merger Consideration with respect to Sirona Book-Entry Shares shall only be made to the Person in whose name such transfer and by evidence that any applicable stock transfer Taxes have been paidSirona Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.1hereby, each Sirona Certificate shall, subject to Section 3.2, or Sirona Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable provided in respect of such Certificate as set forth in Section 2.6this Agreement.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following Promptly after the Effective Time), Parent TLLP shall instruct cause the Exchange Agent to mail to each holder Holder, as of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Time, of Company Capital Stock or Warrants QEPM Common Units (the “Certificates”) (Aother than QEP Field Services) a form of letter of transmittal substantially in (the form attached hereto as Exhibit C (“Letter of Transmittal”), ) (which shall specify that delivery shall be effected, and risk of loss and title to the QEPM Certificates or Book‑Entry QEPM Common Units shall pass, only upon proper delivery of the QEPM Certificates to the Exchange Agent or, in the case of Book-Entry QEPM Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall have such other provisions as may be necessary for the Holders of QEPM Common Units to be admitted to TLLP as limited partners of TLLP and which shall be in customary such form and have such other provisions as TLLP General Partner and QEPM General Partner may reasonably satisfactory to Parent specify) and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender Surrender of the such QEPM Certificates or Book-Entry QEPM Common Units in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in TLLP Common Units, together with any distributions with respect of such Certificatesthereto and any Fractional Unit Payment. Upon surrender of a Certificate for cancellation Surrender to the Exchange Agent of such QEPM Certificates or Book-Entry QEPM Common Units, together with such properly completed and duly executed Letter of Transmittal, properly completed the Holder of a QEPM Certificate or Book-Entry QEPM Common Units shall be entitled to (i) the number of full TLLP Common Units (which shall be in uncertificated book-entry form unless a physical certificate is requested) that the QEPM Certificates or Book-Entry QEPM Common Units Surrendered shall have been converted into the right to receive pursuant to this Agreement and (ii) the Fractional Unit Payment, if any, payable in redemption of any fractional TLLP Common Unit otherwise issuable. The instructions for effecting the Surrender of QEPM Certificates shall set forth procedures that must be taken by the Holder of any QEPM Certificate that has been lost, destroyed or stolen. It shall be a condition to the right of such Holder of a QEPM Certificate to receive TLLP Common Units and the Fractional Unit Payment, if any, that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executedexecuted lost certificate affidavit, including an agreement to indemnify TLLP, signed exactly as the name or names of the registered Holder or Holders appeared on the books of QEPM immediately prior to the Effective Time, together with a customary bond and such other documents as TLLP may be required pursuant to such instructionsreasonably require in connection therewith. After the Effective Time, the holder of such Certificate there shall be entitled no further transfer on the records of QEPM or its transfer agent of QEPM Certificates or Book-Entry QEPM Common Units; and if such QEPM Certificates or Book-Entry QEPM Common Units are presented to receive in exchange therefor the portion QEPM or its transfer agent for transfer, they shall be canceled against delivery of the Merger Consideration or Warrant TLLP Common Units and any Fractional Unit Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; hereinabove provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered Surrendered as contemplated by this Section 3.12.1(h), each QEPM Certificate shall, subject to Section 3.2, or Book-Entry QEPM Common Unit shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Surrender the portion of the Merger Consideration TLLP Common Units, together with any distributions with respect thereto, and any Fractional Unit Payment, as contemplated by this Section 2.1. No interest will be paid or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6will accrue on any Fractional Unit Payment.

Exchange Procedures. Subject to Section 3.1(c), promptly (i) Promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time)Closing Date, Parent shall instruct Buyer or the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) a letter of transmittal in substantially in the form attached hereto as Exhibit C (the “Letter of Transmittal”) to each Stockholder (including the holders of Company Warrants who exercised their Company Warrants prior to the Effective Time) at the address set forth opposite each such holder’s name on the Company Spreadsheet. After receipt of the Letter of Transmittal and any other documents that Buyer or the Exchange Agent may reasonably require in order to effect the exchange (the “Exchange Documents”), which shall specify that delivery shall be effected, and risk the Stockholders will surrender their certificates representing their shares of loss and title to Company Capital Stock (the Certificates shall pass, only upon proper delivery of the Certificates “Company Stock Certificates”) to the Exchange Agent for cancellation together with duly completed and validly executed Exchange Documents. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent, or such other agent or agents as may be appointed by Buyer, together with such Exchange Documents, duly completed and validly executed in accordance with the instructions thereto, subject to the terms of Section 2.8(d), the Stockholder shall be entitled to receive from the Exchange Agent in customary form reasonably satisfactory to Parent and exchange therefor (A) the Equityholders’ Representativeportion of the Exchange Fund, (B) the portion of the Adjusted Working Capital Surplus, if any, and (BC) instructions for use in effecting to the surrender extent deposited with the Exchange Agent, the portion of the Certificates Representative Fund, to which such Stockholder is entitled pursuant to Sections 2.6(a) through and including 2.6(f) and Section 2.6(i), as applicable, and the Company Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate (other than those representing Dissenting Shares) outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the amounts payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration will be paid to a Stockholder of any unsurrendered Company Stock Certificate with respect to such shares of Company Capital Stock formerly represented thereby until the Stockholder of record of such Company Stock Certificate shall surrender such Company Stock Certificate or documentation satisfactory to Buyer and the Exchange Agent evidencing the loss of such Company Stock Certificate as contemplated by Section 2.13 and shall deliver validly executed Exchange Documents. Notwithstanding anything in this Section 2.8(b), neither the Buyer nor any of its Affiliates shall be required to deliver to the Exchange Agent any Company Stock Certificate with respect to any shares of Company Common Stock held by Buyer or any of its Affiliates prior to the Effective Time as a result of the exercise of any Company Warrants in order to receive the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock Buyer or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6its Affiliates.

Exchange Procedures. Subject to Section 3.1(c), promptly following As soon as reasonably practicable after the Effective Time (but in no event later more than two (2) Business Days following the Effective Timethereafter), Parent shall instruct cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants Certificate (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 customary form and have such other provisions as Parent or Paying Agent may reasonably satisfactory to Parent and the Equityholders’ Representative, specify and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion Common Merger Consideration and Preferred Merger Consideration (such instructions shall include instructions for the payment of the Common Merger Consideration or Warrant Payment (as applicable) receivable Preferred Merger Consideration to a Person other than the Person in respect whose name the surrendered Certificate is registered on the transfer books of Ivory, subject to the receipt of appropriate documentation for such Certificatestransfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent together with such Letter letter of Transmittaltransmittal, properly duly completed and duly validly executed, and such other documents as may reasonably be required pursuant to such instructionsrequested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Common Merger Consideration or Warrant Payment (as applicable) which Preferred Merger Consideration that such holder has the right is entitled to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)this Article II, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent cancelled; provided that in no event will deliver to each a holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior a Certificate be entitled to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable receive Common Merger Consideration or Warrant Payment (Preferred Merger Consideration if Common Merger Consideration or Preferred Merger Consideration was already paid with respect to the Common Shares or Preferred Shares, as applicable) upon surrender thereofthe case may be, underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) amount payable to holders upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Capital Stock Common Shares or Warrants Preferred Shares that is not registered in the transfer records of the CompanyIvory, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants payment may be issued to such a transferee if the Certificate formerly representing such shares of Company Capital Stock Common Shares or Warrants Preferred Shares is presented to the Exchange Paying Agent, accompanied by any all documents reasonably required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer and or other Taxes required by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject reason of such payment to Section 3.2, be deemed at any time after a Person other than the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect registered holder of such Certificate as set forth or establishes to the satisfaction of Parent and Ivory that such Tax has been paid or is not applicable. All cash paid upon the surrender of a Certificate in accordance with the terms of this Section 2.62.2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Shares or Preferred Shares formerly represented by such Certificate. 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 of any kind or nature.

Exchange Procedures. Subject (i) Within a reasonable period of time prior to Section 3.1(c)the Closing, Parent will deliver to the Company forms of the transmittal materials which Parent or its transfer agent will reasonably require from those Participating Rights Holders entitled to receive at the Closing a portion of the Closing Payment in respect of their shares of Company Common Stock or Company Preferred Stock, or in respect of their Company Options or Company Warrants, which materials may include any certifications Parent may request with respect to compliance with any withholding obligations of Parent or the Surviving Corporation under the Code. The Company will distribute such materials to eligible Participating Rights Holders. As promptly following the Effective Time (but in no event later than two (2) Business Days as practicable following the Effective Time), Parent shall instruct the Exchange Agent to mail will deliver to each holder of record of a Participating Rights Holder who has completed such transmittal materials and returned them to Parent at or prior to the Closing, together with the certificate or certificates which immediately prior to the Effective Time represented representing outstanding shares of Company Capital Common Stock or Warrants Company Preferred Stock (the “Certificates”) or certificates or instruments representing outstanding Company Options or Company Warrants (“Derivative Instruments”) or a signed affidavit in a form reasonably acceptable to Parent that such Certificate or Derivative Instrument has been lost (“Affidavits”), (A) a letter of transmittal substantially in the form attached hereto as Exhibit C check (“Letter of Transmittal”)or, which shall specify that delivery shall be effectedat Parent’s election, and risk of loss and title a wire transfer to the Certificates shall pass, only upon proper delivery extent that the aggregate amount owed to any such holder at the Closing is in excess of $5,000,000) representing that portion of the Certificates Closing Payment to which such Participating Rights Holder is entitled that Parent has elected to satisfy in cash; provided, that such payment made by Parent by check may be made by delivering such checks on the Closing Date to the Exchange Agent and Stockholder Representative Committee, which, in turn, shall be in customary form reasonably satisfactory distribute such checks to Parent and the Equityholders’ Representativeappropriate Participating Rights Holders, and or (B) instructions for use in effecting the surrender a certificate representing any shares of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable Parent Common Stock issued in respect of such CertificatesCompany Common Stock, Company Preferred Stock, Company Options or Company Warrants. Upon surrender The delivery of a Certificate for cancellation such checks (or wire transfers, as applicable) and certificates by Parent to the Exchange Agent together with Stockholder Representative Committee shall be deemed, for all purposes, to have satisfied in full Parent’s Closing Payment obligations to such Letter Participating Rights Holders and Parent shall have no further obligation for such payments. Parent shall not be required to pay any amount of Transmittal, the Closing Payment or any Contingent Payment to any Participating Rights Holder until receipt from such Participating Rights Holder of properly completed and duly executed, and such other documents as may be required pursuant to such instructions, executed transmittal materials in the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented form prepared by such Certificate (Parent and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)applicable Certificate, and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration Derivative Instruments or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6Affidavits.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following As soon as reasonably practicable after the Effective Time), Parent shall instruct Acquiror will cause the Exchange Agent to mail or deliver to each Person, who was at the Effective Time a holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “Certificates”) (A) Certificate, a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 proper delivery of the Certificates to the Exchange Agent and shall will be in customary such form and contain such other provisions as Acquiror and VRM may reasonably satisfactory to Parent and the Equityholders’ Representative, and (Bspecify) containing instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesNew Certificates and payments pursuant to this Article III. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent together with such Letter letter of Transmittaltransmittal, properly duly executed and completed and duly executed, and such other documents as may be required pursuant to such instructionsin accordance with the instructions thereto, the holder of such Certificate shall will be entitled to receive in exchange therefor a New Certificate representing that number of whole shares of Acquiror Common Stock which such holder has the portion right to receive pursuant to the provisions of this Article III, a check in the Merger Consideration or Warrant Payment (as applicable) amount of any cash which such holder has the right to receive in respect lieu of the fractional shares of Company Capital Acquiror Common Stock pursuant to Section 3.2(c) and any cash dividends with respect to Acquiror Common Stock pursuant to Section 3.2(d) and any other dividends or Warrants formerly represented by such Certificate (and the right distributions with respect to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Acquiror Common Stock pursuant to Section 3.33.2(d), and the Certificate so surrendered shall will forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued will accrue on any Merger Consideration or Warrant Payment (as applicable) the amount payable to holders upon surrender of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.13.2, each Certificate shall, subject to Section 3.2, will be deemed at any time after the Effective Time to represent only the right to receive receive, upon surrender of such surrender Certificate, the portion applicable New Certificate, cash in lieu of fractional shares of Acquiror Common Stock and any dividends or distributions with respect to shares of Acquiror Common Stock as contemplated by this Section 3.2. In the event of a transfer of ownership of Company Common Stock that is not registered on the transfer records of the Merger Consideration Company, New Certificates representing the proper number of shares of Acquiror Common Stock and any cash in lieu of fractional shares of Acquiror Common Stock and any dividends or Warrant Payment (distributions as applicable) payable aforesaid may be issued to a Person other than the Person in respect of whose name the Certificate so surrendered is registered, if such Certificate is properly endorsed or otherwise in proper form for transfer and the Person requesting such issuance pays any transfer or other taxes required by reason of the issuance of shares of Acquiror Common Stock or establishes to the satisfaction of Acquiror that such tax has been paid or is not applicable. Six months after the Effective Time, Acquiror will be entitled to cause the Exchange Agent to deliver to Acquiror any New Certificates, cash or other property (including any interest thereon) deposited with the Exchange Agent that is unclaimed by the former holders of Company Common Stock. Any such former holders of Company Common Stock who have not theretofore exchanged their Certificates for New Certificates and cash, if applicable, and other property pursuant to this Article III will thereafter be entitled to look exclusively to Acquiror and only as set forth general creditors thereof for the Acquiror Common Stock and cash and other property to which they become entitled upon exchange of their Certificates pursuant to this Article III (including cash in lieu of fractional shares of Acquiror Common Stock pursuant to Section 2.63.2(c) and any dividends or distributions with respect to Acquiror Common Stock pursuant to Section 3.2(d)). Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will 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. Acquiror will pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of New Certificates and cash for Certificates as contemplated hereby.

Exchange Procedures. Subject Prior to Section 3.1(c)the Closing Date, promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent Tunes shall instruct the Exchange Agent to mail to each holder of record of a certificate certificate(s) or certificates other documents which immediately prior to the Effective Time represented outstanding shares of Company Capital represent Tunes Common Stock or Warrants (the “"Certificates”) "), as well as to holders of Vested Tunes Options and Convertible Debt, to be converted into cash and stock pursuant to Sections 2.1, 2.2 and 2.3 hereof and the Merger Certificate: (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that that, with respect to the Certificates, 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 customary such form and have such other provisions as JAMtv may reasonably satisfactory to Parent and the Equityholders’ Representative, specify); and (Bii) instructions for use in effecting the surrender of the Certificates Certificates, Vested Tunes Option and Convertible Debt Instruments in exchange for the portion of the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such Certificatescash and JAMtv Common Stock. Upon surrender of a Certificate Certificate, Vested Tunes Option or Convertible Debt Instrument for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by JAMtv, together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate Certificate, Vested Tunes Option or Convertible Debt Instrument shall be entitled to receive in exchange therefor the that portion of the Merger Aggregate Closing Consideration with respect to the Tunes Common Stock, Vested Tunes Options and Convertible Debt properly covered by such Certificate, Vested Tunes Option or Warrant Payment (Convertible Debt Instrument, as applicable) the case may be, as to which such holder has the right is entitled pursuant to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (Sections 2.1, 2.2 and 2.3 hereof and the right Merger Certificate. Certificates, Vested Tunes Options and Convertible Debt Instruments so surrendered pursuant to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account this Section 2.8 shall forthwith be cancelled (if not otherwise cancelled or terminated in accordance with their terms). The portion of the Escrow Agreement and Section 3.3)Pro Rata Cash Closing Consideration to which such holder is entitled shall be payable in cash or by a check drawn on a United States bank in United States dollars in immediately available funds, and shall not accrue or otherwise bear interest; provided that persons entitled to receive more than $1.0 million shall be entitled to obtain a wire transfer of immediately available funds of the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, Pro Rata Cash Closing Consideration payable to such persons from the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if immediately after the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of CertificatesEffective Time. In the event of a transfer of ownership of shares of Company Capital Tunes Common Stock or Warrants that which is not registered in on the transfer records of the CompanyTunes, the portion appropriate amount of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such cash and shares of Company Capital JAMtv Common Stock or Warrants may be issued delivered to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants transferred security is presented to the Exchange Agent, Agent and accompanied by any all documents reasonably required to evidence and effect such transfer and by to evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 3.12.8, each Certificate shallCertificate, subject to Section 3.2, Vested Tunes Option or Convertible Debt Instrument shall be deemed at any time after the Effective Time to represent only solely the right to receive upon such surrender the that portion of the Merger Aggregate Closing Consideration or Warrant Payment (as applicablewithout interest and subject to applicable withholding, escheat, and other laws) payable in respect of to which such Certificate as set forth in Section 2.6holder is entitled.

Exchange Procedures. Subject (a) Prior to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent the Buyer shall instruct appoint American Stock Transfer & Trust Company as an exchange agent (the “Exchange Agent”) for the purpose of exchanging certificates of the Company Series C Preferred Stock and the Company Preferred Stock and copies of executed Surrender Agreements as evidence of Preferred Options and Preferred Warrants (each, a “Certificate”) for the Buyer Stock, in accordance with the terms of this Agreement. As soon as reasonably practicable after the Effective Time, the Buyer will cause the Exchange Agent to mail send, to the extent not already sent by the Company in accordance with Section 6.26, to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Series C Preferred Stock, Company Preferred Stock, Preferred Options and Preferred Warrants as of the Effective Time, whose shares of Company Series C Preferred Stock, Company Preferred Stock, Preferred Options and Preferred Warrants were converted or exchanged, as applicable, into the right to receive shares of Buyer Stock or Warrants (the “Certificates”) (A) pursuant to Section 3.1, a letter of transmittal substantially in the form attached hereto as of Exhibit C F (“Letter of Transmittal”), which shall specify that the 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 customary form reasonably satisfactory to Parent and the Equityholders’ RepresentativeAgent), and (B) including instructions for use in effecting the surrender of such Certificates to the Certificates Exchange Agent in exchange for the portion Buyer Stock (which letter of transmittal shall be accompanied by all financial information with respect to Buyer as required to be furnished to the Merger Consideration or Warrant Payment (as applicableStockholders pursuant to Rule 502(b)(2)(ii) receivable in respect of such Certificatesif so requested by Buyer). Upon surrender of a Certificate for cancellation Promptly after the Effective Time, the Buyer shall cause to be deposited with the Exchange Agent together with such Letter the number of Transmittal, properly completed and duly executed, and such other documents shares of Buyer Stock (which shall be in non-certificated book-entry form) payable as may be required consideration upon due surrender of the Certificates pursuant to such instructions, the holder provisions of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the this Article III. All book-entry shares of Company Capital representing Buyer Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance deposited with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Buyer Stock contemplated to each holder be delivered to the Stockholders out of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates Fund. The Exchange Fund shall not be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on used for any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6other purpose.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2a) Business Days following Promptly after the Effective Time), Parent shall instruct make available to Parent's transfer agent or another exchange agent selected by Parent (the "Exchange Agent") for exchange in accordance with this Section 4.1 the shares of Parent Common Stock issuable pursuant to this Agreement and cash in an amount sufficient to permit payment of cash in lieu of fractional shares pursuant to Section 3.5. Promptly after the Effective Time, Parent and Company shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which represented shares of Company Capital Stock immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (the “"Certificates”") appropriate transmittal materials and instructions (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 proper delivery of the such Certificates to the Exchange Agent and Agent). The Certificate or Certificates so delivered shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration or Warrant Payment (duly endorsed as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificatesrequire. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants represented by Certificates that is are not registered in the transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (as applicable) payable consideration provided in respect of such shares of Company Capital Stock or Warrants Section 3.1 may be issued to a transferee if the Certificate Certificates representing such shares of Company Capital Stock or Warrants is presented are delivered to the Exchange Agent, accompanied by any all documents reasonably required to evidence and effect such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 3.1If any Certificate shall have been lost, each Certificate shallstolen, subject to Section 3.2mislaid or destroyed, be deemed at any time after upon receipt of (i) an affidavit of that fact from the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as set forth Parent and the Exchange Agent may reasonably require and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in Section 2.6connection with its duties as it may deem appropriate.

Exchange Procedures. Subject to Section 3.1(c), As promptly following as practicable after the Effective Time (but in no event later than two five (25) Business Days following the Effective Timethereafter), Parent Sarg shall instruct cause the Exchange Agent to mail to each holder of record of a certificate Cardinal Certificate or certificates Cardinal Book-Entry Share, in each case which immediately prior shares were converted into the right to receive the Merger Consideration at the Effective Time represented outstanding shares of Company Capital Stock or Warrants pursuant to this Agreement: (the “Certificates”) (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”)transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Cardinal Certificates shall pass, only upon proper delivery of the Cardinal Certificates to the Exchange Agent Agent, and shall otherwise be in customary such form reasonably satisfactory to Parent and have such other provisions as Cardinal, Sarg and the Equityholders’ RepresentativeExchange Agent may reasonably specify, and (Bii) instructions for use in effecting the surrender of the Cardinal Certificates or Cardinal Book-Entry Shares in exchange for the portion Merger Consideration, as applicable. With respect to holders of Cardinal Book-Entry Shares, the parties shall cooperate to establish procedures with the Exchange Agent to allow the Exchange Agent to transmit, following the Effective Time, to such holders or their nominees, upon surrender of Cardinal Common Stock, the Merger Consideration and any dividends or Warrant Payment (as applicable) receivable distributions, in respect each case, to which such holders are entitled pursuant to the terms of such Certificatesthis Agreement. Upon surrender of a Certificate Cardinal Certificates and Cardinal Book-Entry Shares for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and or to such other documents agent or agents as may be appointed by Sarg and Cardinal, and upon delivery of a letter of transmittal, duly executed and in proper form with all required pursuant enclosures and attachments, with respect to such instructionsCardinal Certificates or Cardinal Book-Entry Shares, the holder of such Certificate Cardinal Certificates or Cardinal Book-Entry Shares shall be entitled to receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (as applicable) which such holder has the right to receive in respect for each share of the shares of Company Capital Cardinal Common Stock or Warrants formerly represented by such Certificate (Cardinal Certificates and the right to receive payments from the General Escrow Account for each Cardinal Book‑Entry Share. Any Cardinal Certificates and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate Cardinal Book-Entry Shares so surrendered shall forthwith be canceledcancelled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then If payment of the portion thereof applicable to such unsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Cardinal Certificate is registered, it shall be a condition precedent to payment that the Cardinal Certificate so surrendered shall be properly endorsed or Warrant Payment (shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the delivery of the Merger Consideration, as applicable) payable in respect of such shares of Company Capital Stock or Warrants may be issued , to a transferee if Person other than the registered holder of the Cardinal Certificate representing such shares of Company Capital Stock or Warrants is presented so surrendered and shall have established to the Exchange Agent, accompanied by any documents reasonably satisfaction of Sarg that such Taxes either have been paid or are not required to evidence and effect be paid. Delivery of the Merger Consideration, as applicable, with respect to Cardinal Book-Entry Shares shall only be made to the Person in whose name such transfer and by evidence that any applicable stock transfer Taxes have been paidCardinal Book-Entry Shares are registered. Until surrendered as contemplated by this Section 3.1hereby, each Cardinal Certificate shall, subject to Section 3.2, or Cardinal Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable provided in respect of such Certificate as set forth in Section 2.6this Agreement.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time Promptly (but in no event later than two and within five (25) Business Days following Days) after the Effective Time), Parent NCC shall instruct cause the Exchange Agent to mail to each holder the former stockholders of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants RBF appropriate transmittal materials (the “Certificates”) (A) a letter of transmittal substantially in the form attached hereto as Exhibit C (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of RBF Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and shall be in customary form reasonably satisfactory to Parent and the Equityholders’ Representative, and (B) instructions for use in effecting the surrender Agent). After completion of the Certificates allocation procedure set forth in exchange for the portion of the Merger Consideration or Warrant Payment (as applicableSection 3.1(e)(v) receivable in respect of such Certificates. Upon and upon surrender of a Certificate certificate or certificates for exchange and cancellation to the Exchange Agent (such shares to be free and clear of all liens, claims and encumbrances), together with such Letter a properly executed letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructionstransmittal, the holder of such Certificate certificate or certificates shall be entitled to receive promptly thereafter in exchange therefor therefor: (a) that number of whole shares of NCC Common Stock which such holder of RBF Common Stock became entitled to receive pursuant to Article 3 hereof and (b) a check representing the portion of the Merger Consideration or Warrant Payment (as applicable) aggregate cash consideration, if any, which such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)Article 3 hereof, and the Certificate certificate or certificates so surrendered shall forthwith be canceled. Following any receipt The shares of an Excess PaymentNCC Common Stock to be issued pursuant to Article 3 and this Section 4.1 shall be in uncertificated book entry form, the Exchange Agent will deliver to each and upon compliance by a former holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if shares of RBF Common Stock with the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment provisions hereof and of the portion thereof applicable letter of transmittal, NCC shall instruct its registrar and transfer agent to make appropriate book entries with respect to such unsurrendered Certificates shall be made at the same time as payment shares of NCC Common Stock. Such book entries of the balance issuance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereofuncertificated shares shall constitute delivery thereof for all purposes pursuant to this Agreement. No interest will be paid or accrued on the Per Share Cash Consideration, any Merger Consideration cash in lieu of fractional shares, or Warrant Payment (as applicable) any unpaid dividends and distributions, if any, payable to holders of Certificatescertificates for RBF Common Stock. In Neither NCC, NBC nor the event Exchange Agent shall be obligated to deliver the consideration to which any former holder of RBF Common Stock is entitled as a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Company, the portion result of the Merger Consideration until such holder surrenders the certificate or Warrant Payment (as applicable) payable in respect of such certificates representing the shares of Company Capital RBF Common Stock for exchange as provided in this Section 4.1. The certificate or Warrants may certificates for RBF Common Stock so surrendered shall be issued to a transferee if the Certificate representing such shares of Company Capital Stock or Warrants is presented to duly endorsed as the Exchange Agent, accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6Agent may require.

Exchange Procedures. Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following As soon as reasonably practicable ------------------- after the Effective Time), Parent Metromedia shall instruct the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Capital Common Stock or Warrants (collectively, the “"Certificates”") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), (Ai) a letter of transmittal substantially in the form attached hereto as Exhibit C (“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 customary such form and have such other provisions as Metromedia may reasonably satisfactory to Parent and the Equityholders’ Representative, specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of certificates representing the Merger Consideration or Warrant Payment (as applicable) receivable in respect of such CertificatesSecurities comprising the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such Letter letter of Transmittaltransmittal, properly completed and duly executed, and such other documents as reasonably may be required pursuant to such instructionsby the Exchange Agent, and acceptance thereof by the Exchange Agent, each holder of such a Certificate shall be entitled to receive in exchange therefor certificates representing the portion of Merger Securities comprising the Merger Consideration or Warrant Payment (as applicable) which that such holder has the right to receive in respect pursuant to the provisions of the shares of Company Capital Stock or Warrants formerly represented by such Certificate (and the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3)this Article 2, and the Certificate so surrendered shall forthwith forth- with be canceled. Following any receipt of an Excess Payment, The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent will deliver may impose to each holder of surrendered Certificateseffect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such unsurrendered Certificates there shall be made at no further transfer on the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Capital Stock or Warrants that is not registered in the transfer books and records of the CompanyCompany or its transfer agent of Certificates and if such Certificates are presented to the Company for transfer, they shall be canceled against delivery of certificates representing the portion of Merger Securities comprising the Merger Consideration or Warrant Payment (as applicable) payable herein provided. If any certificates for Merger Securities are to be issued in respect a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition of such shares of Company Capital Stock or Warrants may be issued to a transferee if exchange that the Certificate so surrendered shall be properly endorsed, with the signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the issuance of certificates representing such shares Merger Securities in the name other than that of Company Capital Stock the registered holder of the Certificate surrendered, or Warrants is presented establish to the Exchange Agent, accompanied by any documents reasonably required to evidence and effect satisfaction of the Company or its transfer agent that such transfer and by evidence that any applicable stock transfer Taxes have tax has been paidpaid or is not applicable. Until surrendered as contemplated by this Section 3.12.2, each Certificate shall, subject to Section 3.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration or Warrant Payment (as applicable) payable in respect of such Certificate as set forth in Section 2.6.to