Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (the "Certificates"), which holder's shares of Company Common Stock were converted into the right to receive shares of Parent Common Stock pursuant to Section 2.1: (i) a letter of transmittal ("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 Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), ; and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter the Letter of transmittalTransmittal, duly executed, and such any other customary documents as may be reasonably required pursuant to such instructionsby Parent or the Exchange Agent, (A) the holder of such a Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing therefore a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c)the provisions of this Article II, and (C) cash in respect lieu of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"as contemplated by Section 2.2(e), and any unpaid dividends and distributions that such holder has the right to receive pursuant to Section 2.2(c); and (B) the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing the appropriate number of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 2.2 and any unpaid dividends and distributions that such holder has the right to receive pursuant to Section 2.2(c). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, for except that it shall receive and hold all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence paid or distributed with respect thereto for the ownership account of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedpersons entitled thereto.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of Certificates Company Shares entitled to receive the Merger Consideration pursuant to Section 2.1(c): (i) a letter of transmittal (which shall will be in customary form and will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall certificates evidencing such Company Shares (the "Certificates") will pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), Agent) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares pursuant to such letter of Parent Common Stocktransmittal. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent cancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, (i) the holder of such Certificate shall will be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock Shares which such holder has the right to receive in accordance with respect of the Exchange Ratio Company Shares formerly represented by such Certificate (after taking into account all Company Shares then held by such holder), if any, (B) cash in respect of the shares of Company Common Stock formerly evidenced Cash Consideration to be received by such Certificateholder, if any, (BC) cash in lieu of any fractional Parent Shares to which such holder is entitled pursuant to Section 2.2(e), and (D) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c2.2(c) (such items described in clauses (A) - (D), the "Delivered Items"), and (Cii) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as of Company, the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Delivered Items may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Common Stock Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and at all times after the Effective Time, for all corporate purposes, other than Time to represent only the payment of dividends or other distributions as provided in Section 1.07(c) and subject right to Section 1.06(f), to evidence receive upon such surrender the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedDelivered Items.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyspecify that are not inconsistent with the terms of this Agreement), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c2.2(c), and (C) any cash in respect lieu of any fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash beingto which such holder is entitled pursuant to Section 2.2(d), collectively, the "Merger Consideration")after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than to represent only the payment of dividends or other distributions as provided in Section 1.07(c) and subject right to Section 1.06(f), to evidence the ownership of the number of full receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in respect lieu of any fractional shares, into which such shares of the Company Parent Common Stock shall have been so convertedpayable pursuant to Section 2.2(d).

Exchange Procedures. As The Surviving Corporation shall instruct the Exchange Agent to provide, as soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a non-certificated shares of Company Common Stock represented by book entry (i“Book Entry Shares”) a letter that immediately before the Effective Time represented outstanding shares of transmittal Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.02(c), an “agent’s message” in customary form (which shall specify it being understood that delivery shall the holders of Book Entry Shares will be effecteddeemed to have surrendered such Book Entry Shares upon receipt of an “agent’s message” or such other evidence, and risk of loss and title to the Certificates shall passif any, only upon proper delivery of the Certificates to as the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyrequest), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender receipt of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions“agent’s message”, the holder of such Certificate Book Entry Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Common Stock Stock, if any, which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares aggregate number of Company Common Stock formerly evidenced previously represented by such Certificate, (B) any dividends or other distributions to which such holder is entitled Book Entry Shares shall have been converted pursuant to Section 1.07(c), and (C2.01(c) cash in respect of fractional shares as provided in Section 1.06(f) (into the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")right to receive, and the Certificate Book Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company as of the Effective TimeCompany, payment may be made and shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee Person other than the Person in whose name the Book Entry Shares so surrendered is registered if such Book Entry Shares shall be in proper form for transfer and the Certificate evidencing Person requesting such shares payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of such Book Entry Shares or establish to the satisfaction of Parent Common Stock that such tax has been paid or is presented not applicable. Subject to the Exchange Agentlast sentence of Section 2.02(c), accompanied until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.02(b), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will Book Entry Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment of dividends or other distributions as provided in Section 1.07(c) and subject right to Section 1.06(f), to evidence receive upon such surrender the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, Merger Consideration into which such shares of the Company Common Stock shall theretofore represented by such Book Entry Share have been so convertedconverted pursuant to Section 2.01.

Exchange Procedures. (i) As soon promptly as reasonably practicable after the Effective Time, but in any event within two Business Days, Parent will instruct cause the Exchange Agent to mail (and, to the extent commercially practicable, Parent will, or will cause the Exchange Agent to, make available for collection by hand, during customary hours commencing immediately after the Effective Time, if so elected by a holder of Shares) to each Person who was, at the Effective Time, a holder of record of Certificates Shares (iother than the Depository Trust Company (“DTC”)) entitled to receive the Merger Consideration pursuant to Section 1.5(a): (A) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming that delivery 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 be or, in such form and have such other provisions as Parent may reasonably specifythe case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (iiB) instructions to effect for use in effecting the surrender of the such holder’s Certificates or Book-Entry Shares in exchange for payment of the certificates evidencing shares Merger Consideration issuable and payable in respect thereof pursuant to such letter of transmittal; provided, however, that Parent Common Stockwill be required to obtain the Company’s approval of such letter of transmittal and instructions prior to the Effective Time (such approval not to be unreasonably withheld). Exchange of any Book-Entry Shares will be effected in accordance with the Exchange Agent’s customary procedures with respect to securities represented by book entry. (ii) Upon surrender of a Certificate for cancellation or Book-Entry Share to the Exchange Agent for exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other customary documents as may be reasonably required pursuant to such instructionsby the Exchange Agent or Parent (or in the case of DTC, the customary surrender procedures of DTC and the Exchange Agent), the holder of such Certificate shall Shares will be entitled to receive in exchange therefor for such properly surrendered Shares an amount in cash equal to the product (rounded to the nearest cent) of (A) certificates evidencing that the number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced Shares represented by such Certificate, holder’s properly surrendered Certificates and Book-Entry Shares and (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common StockStock (plus cash in lieu of fractional shares, if any, of Parent Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II plus cash in accordance with the Exchange Ratio in respect lieu of the fractional shares of Company Common Stock formerly evidenced by such Certificate, (Bpursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"2.02(c), and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Common Stock, dividends, distributions, and Stock plus cash in respect lieu of fractional shares, shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued and or paid in accordance with this Article I to a transferee person other than the person in whose name the Certificate so surrendered is registered, if the Certificate evidencing representing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment of dividends or other distributions as provided in Section 1.07(c) and subject right to Section 1.06(f), to evidence receive upon such surrender the ownership of the number of full certificate representing shares of Parent Common Stock, and Stock plus cash in respect lieu of fractional shares, into which such shares of the Company Common Stock shall have been so convertedpursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) as contemplated by this Section 2.02.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockShares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f1.6(f) (the shares of Parent Common Stock Shares, dividends, distributions and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common StockShares, dividends, distributions, dividends and cash in respect of fractional shares, distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f1.6(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, Shares into which such shares of the Company Common Stock Shares shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder the record holders of record of Certificates the Company Interests (i) a letter Letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify)Transmittal, and (ii) instructions to effect for use in effecting the surrender of the Certificates Company Interests in exchange for the certificates evidencing non-certificated shares of Parent Common StockStock represented by book-entry issuable pursuant to Section 1.6(a). Upon surrender of a Company Certificate (if applicable) to Parent for cancellation to the Exchange Agent exchange, together with such letter a duly executed Letter of transmittal, duly executed, Transmittal and such other customary documents as may be reasonably required pursuant to such instructionsby Parent, (A) the holder of such Certificate shall Company Interests will be entitled to receive in exchange therefor (A) certificates evidencing that non-certificated shares of Parent Common Stock represented by book-entry equal to the number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the shares of Company Common Stock formerly evidenced by such CertificateSection 1.6(a), (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), the Company Interests so surrendered will be canceled and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the Parent will instruct Parent’s transfer agent to issue non-certificated shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"represented by book-entry issuable pursuant to Section 1.6(a). Until surrendered as contemplated by this Section 1.8(a), and the Certificate so surrendered shall forthwith be canceled. In the event of each Company Interest held by a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Member will be deemed deemed, from and after the Effective Time, for all corporate purposesto represent only the right to receive the Merger Consideration. If any Company Certificate (if applicable) will have been lost, other than stolen or destroyed, Parent will require the payment owner of dividends such lost, stolen or other distributions as provided destroyed Company Certificate to provide an appropriate affidavit and, in Section 1.07(c) and subject to Section 1.06(f)Parent’s discretion, to evidence deliver a bond as indemnity against any claim that may be made against Parent or the ownership of the number of full shares of Parent Common Stock, and cash in Surviving LLC with respect of fractional shares, into which to such shares of the Company Common Stock shall have been so convertedCertificate.

Exchange Procedures. As soon Prior to the Effective Time, the Company shall appoint a commercial bank or trust company, or a subsidiary thereof to act as reasonably practicable exchange agent for the purpose of exchanging shares of Class B Stock for the Merger Price (the "Exchange Agent"). Promptly after the Effective Time, Parent will instruct the Company shall cause the Exchange Agent to mail to each holder of record a share of Certificates Class B Stock (ia) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Class B Stock shall pass, only upon proper delivery of the Certificates certificates, if any, representing such shares of Class B Stock to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent the Company may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation certificate representing a share of Class B Stock to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate certificate, in the case of a certificate representing a share of Class B Stock, shall be entitled to receive in exchange therefor (A) certificates evidencing a check in the amount equal to the cash that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the shares of Company Common Stock formerly evidenced by such Certificate, (B) this Section 2. No interest will be paid or will accrue on any dividends or other distributions to which such holder is entitled cash payable pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (2 unless the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Exchange Agent or the Company as of shall have breached its obligation to pay the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paidconsideration hereunder. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from At and after the Effective Time, Time certificates representing shares of Class A Stock shall be deemed for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject purposes to Section 1.06(f), to evidence the ownership of the number of full represent shares of Parent New Common Stock, and cash in respect provided that if an exchange of fractional shares, into which such certificates formerly representing shares of the Company Class A Stock for certificated representing New Common Stock shall have been so convertedis required by law or applicable rule or regulation, the Surviving Corporation will arrange for such exchange on a share-for-share basis pursuant to reasonable and customary exchange procedures.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct the Company shall cause the Exchange Agent to mail or deliver to each holder of record of a Certificate or Certificates whose shares were converted pursuant to Section 2.2 into the right to receive shares of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Spinco and the Company may reasonably specify), ) and (ii) instructions to effect for the use of such letter of transmittal in effecting the surrender of the Certificates in exchange for certificates representing the certificates evidencing shares of Parent Company Common StockStock that such holder has the right to receive pursuant to this Article II. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Spinco and the Company, together with such letter of transmittal, duly executed, and such any other customary documents as may be required pursuant to such instructionsdocuments, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole shares of Parent Company Common Stock which that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, pursuant to this Article II (B) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c2.8(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Spinco Common Stock which that is not registered in the transfer records of Spinco, a certificate representing the Company as proper number of the Effective Time, shares of Parent Company Common Stock, dividends, distributions, Stock (and cash in respect of fractional shares, any dividends or distributions pursuant to Section 2.8(c)) may be issued and paid in accordance with this Article I to a transferee if only on the condition that the Certificate evidencing formerly representing such shares of Parent Spinco Common Stock is presented to the Exchange Agent, properly endorsed, and accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paidpaid or that no such taxes are applicable. Until so surrenderedsurrendered as contemplated by this Section 2.8, each outstanding Certificate that, prior to shall be deemed at any time after the Effective Time, represented Time to represent only the right to receive upon such surrender a certificate representing shares of Company Common Stock will (and any dividends or distributions pursuant to Section 2.8(c)). The Exchange Agent shall not be deemed entitled to vote or exercise any rights of ownership with respect to the Company Common Stock held by it from time to time hereunder, except that it shall receive and after the Effective Time, for hold all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence paid or distributed with respect thereto for the ownership account of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock persons entitled thereto. If any Certificate shall have been so convertedlost, stolen, mislaid or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, mislaid or destroyed, the Company shall cause to be delivered in exchange for such lost, stolen, mislaid or destroyed Certificate the consideration deliverable in respect thereof as determined in accordance with this Article II. When authorizing the delivery of such consideration in exchange therefor, the Company may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen, mislaid or destroyed Certificate to give the Company a bond, in form and substance reasonably satisfactory to the Company, and in such sum as the Company may reasonably direct, as indemnity against any claim that may be made against the Company or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen, mislaid or destroyed.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates a Certificate whose shares were converted into the Allscripts Merger Consideration pursuant to Section 2.1, or the ChannelHealth Merger Consideration pursuant to Section 2.2 (collectively, the "Merger Consideration"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Allscripts and ChannelHealth may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stockapplicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a Parent Certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions, if any, in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (BSection 2.3(c) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect lieu of any fractional shares as provided share in accordance with Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"2.3(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common ChannelHealth Stock which that is not registered in the transfer records of ChannelHealth, or of Allscripts Common Stock that is not registered in the Company as transfer records of Allscripts, a Parent Certificate representing the Effective Time, shares proper number of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is presented registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other non-income taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.3, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender the applicable Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, for all corporate purposesif applicable, other than the payment of certain dividends or other distributions as provided in accordance with Section 1.07(c2.3(c) and subject to Section 1.06(f)and, to evidence the ownership of the number of full shares of Parent Common Stockif applicable, and cash in respect lieu of any fractional shares, into which such shares share in accordance with Section 2.3(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the Company Common Stock shall have been so convertedprovisions of this Article II.

Exchange Procedures. As soon as reasonably practicable either before or after the Effective Time, Parent but in any event no later than five business days after the Effective Time, HUBCO will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of IBSF Common Stock (the "Certificates"), (i) a letter of transmittal (the form and substance of which is reasonably agreed to by HUBCO and IBSF prior to the Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent HUBCO may reasonably specify), ) and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent HUBCO Common StockStock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing that number of whole shares of Parent HUBCO Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company IBSF Common Stock formerly evidenced by such Certificate, Certificate in accordance with Section 2.1 (Bas adjusted pursuant to Section 7.1(i) any dividends or other distributions if applicable) and (y) cash in lieu of fractional shares of HUBCO Common Stock to which such holder is may be entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f2.2(e) (the shares of Parent HUBCO Common Stock and cash being, collectively, described in clauses (x) and (y) being collectively referred to as the "Merger Consideration"), ) and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company IBSF Common Stock which is not registered in the transfer records of IBSF, a certificate evidencing the Company as proper number of the Effective Time, shares of Parent HUBCO Common Stock, dividends, distributions, and Stock and/or cash in respect of fractional shares, may be issued and and/or paid in accordance with this Article I II to a transferee if the Certificate evidencing such shares of Parent IBSF Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), Time to evidence only the ownership of right to receive upon such surrender the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedMerger Consideration.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event not later than the fifth Business Day after the Effective Time, Parent will instruct cause the Exchange Agent to send by mail (and make available for collection by hand if so elected by the surrendering holder) to each Person who was, at the Effective Time, a holder of record of Certificates No Election Shares entitled to receive the Merger Consideration pursuant to Section 1.6: (i) a letter of transmittal (which shall will be in customary form and 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 be in such form and have such other provisions as Parent may reasonably specifyAgent), and ; (ii) a Certificate of Ownership; and (iii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares No Election Shares pursuant to such letter of Parent Common Stocktransmittal. Upon surrender of a Certificate for cancellation to the Exchange Agent of a Certificate or Book-Entry Company Share for cancellation (including pursuant to Section 1.6), together with such letter of transmittaltransmittal and Certificate of Ownership, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall or Book-Entry Company Share will be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled Merger Consideration pursuant to Section 1.07(c)1.6 to be mailed (or made available for collection by hand if so elected by the surrendering holder) as promptly as possible and in any event no later than three Business Days following the later to occur of (i) the Effective Time, and or (Cii) cash the Exchange Agent’s receipt of such Certificate (or affidavit of loss in respect of fractional shares as provided in Section 1.06(flieu thereof) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")or Book-Entry Company Share, and the Certificate or Book-Entry Company Share, so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of shares of the Certificate or Book-Entry Company Common Stock which Share that is not registered in the transfer records of the Company as of the Effective TimeCompany, such shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock No Election Share will be deemed from and at all times after the Effective TimeTime to represent only the right to receive upon such surrender the Merger Consideration to be received by such holder, for all corporate purposescash in lieu of any fractional Parent Shares to which such holder is entitled pursuant to Section 2.5, other than the payment of and any dividends or other distributions as provided in Section 1.07(c) and subject to which such holder is entitled pursuant to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted2.3.

Exchange Procedures. As soon as reasonably practicable after Promptly following the Effective Time and in any event not later than five Business Days following the Effective Time, Parent will instruct or the Surviving Company shall cause the Exchange Agent to mail mail, to each holder shareholder of record of Certificates the Company, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the parties may reasonably specifyspecify at least three Business Days before the Effective Time), and (ii) instructions to effect for use in effecting the surrender of the Certificates Company Common Shares in exchange for the certificates evidencing shares of Parent Common StockConsideration. Upon Following the Effective Time, upon surrender of a Certificate for cancellation title to the Exchange Agent Company Common Shares previously held by a shareholder of the Company in accordance with this Section 2.2, together with such letter of transmittal, transmittal duly executed, executed and such other customary documents as the Exchange Agent may be required pursuant to such instructionsreasonably require, the a holder of such Certificate Company Common Shares shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate or book-entry representing that number of whole shares of Parent Common Stock Shares (rounded down) which such holder shareholder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced Shares after taking into account all Company Common Shares then held by such Certificateshareholder, (B) any dividends or other distributions cash in lieu of fractional shares that such shareholder has the right to which such holder is entitled pursuant to receive under Section 1.07(c), 2.2(e) and (C) cash the amount of the Cash Consideration which such shareholder has the right to receive in respect of fractional shares as provided the Company Common Shares and any Company Certificate surrendered in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered respect thereof shall forthwith be canceledmarked as cancelled. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as of Company, a certificate or book-entry representing the Effective Time, shares proper number of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Shares may be issued and paid in accordance with this Article I to a transferee if the Company Certificate evidencing representing such shares of Parent Company Common Stock Shares (if any) is presented to the Exchange Agent, accompanied by all documents normally required to evidence and effect such transfer pursuant (reasonably satisfactory to this Section 1.07(bParent) and by reasonable evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Oak Common Stock (each a “Certificate” and, collectively, the “Certificates”) whose shares were converted pursuant to Section 2.1 into the right to receive Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent ▇▇▇▇▇ and Oak may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ▇▇▇▇▇, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole shares of Parent ▇▇▇▇▇ Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such the holder is entitled pursuant to Section 1.07(c2.1(b)(i), (B) the aggregate Per Share Cash Consideration to which the holder is entitled pursuant to Section 2.1(b)(ii), and (C) cash (without interest) in respect lieu of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"2.2(f), and the . The Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of shares of Company Oak Common Stock which is not registered in the transfer records of Oak, cash and a certificate representing the Company as proper number of the Effective Time, shares of Parent ▇▇▇▇▇ Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock to which the registered holder is entitled may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Oak Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment of dividends or other distributions as provided in Section 1.07(c) right to receive upon such surrender cash and subject to Section 1.06(f), to evidence the ownership of the number of full certificate representing shares of Parent ▇▇▇▇▇ Common Stock, Stock (and cash in respect lieu of any fractional shares, into which such shares of the Company ▇▇▇▇▇ Common Stock shall have been so convertedas contemplated by this Section 2.2).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of a Certificate or Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), specify that are not inconsistent with the terms of this Agreement) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Ai) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (Bii) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), 2.2(c) and (Ciii) any cash in respect lieu of any fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash beingto which such holder is entitled pursuant to Section 2.2(d), collectively, the "Merger Consideration")after giving effect to any tax withholdings, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than to represent only (i) the payment of dividends or other distributions right to exercise dissenters rights, if any, as provided described in Section 1.07(c) and subject to Section 1.06(f2.1(c), or (ii) the right to evidence receive upon surrender the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedMerger Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent Merger Sub will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Common Stock (other than Dissenting Shares and shares to be canceled pursuant to Section 2.01(b)) (the "Certificates"), (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Merger Sub may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Merger Sub, together with such a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsinstructions (collectively, the "Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number the Merger Consideration for each share of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced represented by such Certificate, (B) without any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c)interest thereon, and (C) cash in respect less any required withholding of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of Company, the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Merger Consideration may be issued and paid in accordance with this Article I II to a the transferee of such shares if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by all documents reason of the payment to a person other than the registered holder of the Certificate so surrendered or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required to evidence and effect by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such transfer pursuant to Merger Consideration. Until surrendered in accordance with this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.02, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective TimeTime to evidence only the right to receive, upon such surrender, the Merger Consideration for all corporate purposes, each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than the payment of as set forth in this Article II. Any interest, dividends or other distributions as provided income earned on the investment of cash held in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership Exchange Fund shall be for the account of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedSurviving Corporation.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, but in any event within two business days thereafter, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify), customary form) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares Merger Consideration. Each holder of Parent Common Stock. Upon surrender record of a Certificate for cancellation shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(g)), together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (Acash in the amount equal to the Cash Consideration that such holder has the right to receive pursuant to Section 2.01(c) certificates evidencing and this Article II, that number of whole shares of Parent Common Stock which representing the Stock Consideration that such holder has the right to receive pursuant to Section 2.01(c) and this Article II, cash in accordance with the Exchange Ratio in respect lieu of the any fractional shares of Company Parent Common Stock formerly evidenced by such Certificate, (Bholder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 1.07(c), and (C2.02(c) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"or 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, payment of the Effective Time, shares Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Common Stockthat such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), dividends, distributions, and each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender cash in respect of fractional shares, may be issued the amount equal to the Cash Consideration that such holder has the right to receive pursuant to Section 2.01(c) and paid in accordance with this Article I to a transferee if the Certificate evidencing such II, that number of whole shares of Parent Common Stock is presented representing the Stock Consideration that such holder has the right to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer receive pursuant to this Section 1.07(b2.01(c) and by evidence that this Article II, cash in lieu of any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented fractional shares of Company Parent Common Stock will be deemed from such holder is entitled to receive pursuant to Section 2.02(i) and after the Effective Time, for all corporate purposes, other than the payment of any dividends or other distributions as provided in Section 1.07(c) and subject such holder is entitled to receive pursuant to Section 1.06(f2.02(c) or 2.02(j), . No interest shall be paid or will accrue on any consideration payable to evidence holders of Certificates pursuant to the ownership provisions of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedthis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f1.6(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, distributions and cash in respect of fractional shares, shares may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and and, subject to Section 1.06(f1.6(f), to evidence the ownership of the number of full whole shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock Shares shall have been so convertedconverted pursuant to the provisions hereof.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate(s) which, immediately prior to the Effective Time, represented outstanding Company Common Stock(the "Certificates"), whose Company Common Stock was converted into the right to receive shares of Parent Common Stock and Parent Stock Warrants pursuant to Section 1.03: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), ; and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing certificate(s) representing shares of Parent Common StockStock and for the Parent Stock Warrants. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, completed and such other customary 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 (Acertificate(s) certificates evidencing that representing the number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common and Parent Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")Warrants, and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, purposes other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)dividends, to evidence the ownership of the number of full shares of Parent Common Stock, Stock and cash in respect of fractional shares, Parent Stock Warrants into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented out- standing shares of RSI Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Con- sideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent JPFI and RSI may reasonably specify), ) and (ii) instructions to effect the surrender of for use in sur- rendering the Certificates in exchange for the certificates evidencing shares of Parent Common StockMerger Consider- ation. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsre- quired by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent JPFI Common Stock which such holder has the right to receive pursuant to the pro- visions of this Article II, certain dividends or other distri- butions in accordance with the Exchange Ratio Section 2.2(c) and cash in respect lieu of the shares any fractional share of Company JPFI Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to in accordance with Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"2.2(e), and the Certificate so surrendered shall forthwith forth- with be canceledcancelled. Notwithstanding anything to the contrary contained herein, no certificate representing JPFI Common Stock or cash in lieu of a fractional share interest shall be deliv- ered to a person who is an affiliate of RSI for purposes of qualifying the Merger for pooling of interests accounting treatment under Opinion 16 of the Accounting Principles Board and applicable Securities and Exchange Commission ("SEC") rules and regulations, unless such person has executed and delivered an agreement in the form of Exhibit E hereto. In the event of a transfer surrender of ownership of a Certificate representing shares of Company RSI Common Stock which is are not registered in the transfer records of RSI under the Company as name of the Effective Timeperson surrendering such Certificate, a certificate representing the proper number of shares of Parent JPFI Common StockStock may be issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issu- ance shall pay any transfer or other taxes required by reason of the issuance of shares of JPFI Common Stock to a person other than the registered holder of such Certificate or estab- lish to the satisfaction of JPFI that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, dividendseach Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, distributions, certain divi- dends or other distributions in accordance with Section 2.2(c) and cash in respect lieu of any fractional shares, may be issued and paid share of JPFI Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedII.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct Viacom shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), customary form) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing whole shares of Parent Viacom Class B Common Stock or the shares of Viacom Series C Preferred Stock, as the case may be, together with any dividends or distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Exchange Agent exchange and cancellation, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Viacom Class B Common Stock or that number of shares of Viacom Series C Preferred Stock, as the case may be, which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder), cash in lieu of fractional shares of Company Viacom Class B Common Stock formerly evidenced by or Viacom Series C Preferred Stock to which such Certificate, (Bholder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"2.02(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of CBS, a certificate representing the Company as proper number of the Effective Time, shares of Parent Viacom Class B Common Stock or the proper number of shares of Viacom Series C Preferred Stock, dividends, distributions, and cash in respect of fractional sharesas the case may be, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender the certificate representing shares of Viacom Class B Common Stock or the certificate representing shares of Viacom Series C Preferred Stock, for all corporate purposesas the case may be, other than the payment cash in lieu of any fractional shares of Viacom Class B Common Stock or Viacom Series C Preferred Stock to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions as provided in Section 1.07(c) and subject to which such holder is entitled pursuant to Section 1.06(f2.02(c), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail will send to each holder of record a Certificate or holder of Certificates shares of Uncertificated Company Stock other than Dissenting Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates or Uncertificated Company Stock in exchange for the certificates evidencing Amalgamation Consideration. As soon as reasonably practicable after the Effective Time, upon surrender of title to Company Common Shares and shares of Parent Common Stock. Upon surrender of Convertible Preferred Stock previously held by a Certificate for cancellation to the Exchange Agent shareholder in accordance with this Section 2.2, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the each holder of such a Certificate or Uncertificated Company Stock shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole full shares of Parent Common Stock (which shall be in uncertificated book-entry form) into which the aggregate number of Company Common Shares or shares of Convertible Preferred Stock previously represented by such holder has Certificate shall have been exchanged pursuant to this Agreement, and cash in respect of any dividends or other distributions to which holders are entitled pursuant to Section 2.3, if any. The Exchange Agent shall accept such Certificates or Uncertificated Company Stock upon compliance with such reasonable terms and conditions as the right Exchange Agent may impose to receive effect an orderly exchange thereof in accordance with normal exchange practices. (b) No interest will be paid or will accrue on any cash payable pursuant to Section 2.3. (c) In the Exchange Ratio event of a transfer of ownership of a Certificate representing Company Common Shares or shares of Convertible Preferred Stock which is not registered in respect the transfer records of the Company, one or more shares of Company Parent Common Stock formerly evidenced by such Certificateevidencing, (B) in the aggregate, the proper number of shares of Parent Common Stock and a check in the proper amount of cash with respect to any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares2.3, may be issued and paid in accordance with this Article I respect to such Company Common Shares or shares of Convertible Preferred Stock to such a transferee only if the Certificate evidencing representing such Company Common Shares or shares of Parent Common Convertible Preferred Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.07(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and in any event within five business days of the Closing Date, Parent will instruct and the Surviving Company shall cause the Exchange Agent to mail to each holder of record of Certificates (ishares of Company Common Stock whose shares were converted pursuant to Section 2.1(a)(ii) into the right to receive the Merger Consideration a letter of transmittal and other customary transmittal materials (collectively, the "Letter of Transmittal") which shall (A) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the parties may reasonably specify)agree upon prior to the Effective Time, and (iiB) provide instructions to effect for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsMerger Consideration, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) Fractional Share Cash Amount and any dividends or other distributions to which such holder is of Certificates or Book-Entry Shares becomes entitled pursuant in accordance with Section 2.2(e). Parent shall mail, or cause to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectivelybe mailed, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event Letter of a transfer of ownership Transmittal to all persons who are holders of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Timerecord date for the special meeting of the Company’s shareholders to approve the Merger (the “Company Record Date”). Parent shall use commercially reasonable efforts to make, shares or cause to be made, the Letter of Parent Common Stock, dividends, distributions, and cash in respect Transmittal available to all persons who become holders of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares record (or beneficial owners) of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from during the period between the Company Record Date and after the close of business on the date that is six (6) business days immediately preceding the Effective Time, for all corporate purposes, Time (or on such other than date as the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(fParties mutually agree), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable Within ten (10) days after the Effective TimeDate, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (the "Certificates") whose shares are being converted into the Merger Consideration pursuant to Section 3.1 hereof (less any shares held in escrow pursuant to Section 3.8 hereof), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent may reasonably specify), including appropriate investment representations)(the "Letter of Transmittal") and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing Merger Consideration (less any shares of Parent Common Stockheld in escrow pursuant to Section 3.8 hereof). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and a Stockholder Certificate in the form of Exhibit E, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that the number of whole shares of Parent Common Stock (less any shares held in escrow pursuant to Section 3.8 hereof) to which such the holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the 3.1 hereof. The Certificate so surrendered shall forthwith be canceled. In No interest will accrue or be paid to the event holder of a transfer any outstanding Company Common Stock. From and after the Effective Date, until surrendered as contemplated by this Section 3.6, each Certificate shall be deemed for all corporate purposes to evidence the number of ownership shares of Parent Common Stock into which the shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the represented by such Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and subject to the surrender provisions of this Section 2.2(b), Parent will instruct the Exchange Agent to mail shall deliver to each holder of record of Certificates (i) a letter of transmittal (certificate or certificates which shall specify that delivery shall be effected, and risk of loss and title promptly prior to the Certificates shall pass, only upon proper delivery Effective Time represented outstanding shares of Company Common Stock (the Certificates “Certificates”) whose shares are converted pursuant to Section 2.1(c) into the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions right to effect the surrender of the Certificates in exchange for the certificates evidencing receive shares of Parent Common StockStock a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Section 2. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, endorsements for transfer duly executed, executed and such other customary documents as may be required pursuant to such instructionscompleted, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")2, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any property to be received in the Merger. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing that number of the Effective Time, whole shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2(b), each outstanding Certificate that, prior to shall be deemed at any time after the Effective TimeTime for all corporate purposes of Parent, represented except as limited by paragraph (c) below, to represent ownership of the number of shares of Parent Common Stock into which the number of shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall shown thereon have been so convertedconverted as contemplated by this Section 2.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any case no later than 5 days thereafter), Parent will instruct Surviving Corporation A and Surviving Corporation B shall cause the Exchange Agent to mail (a) to each record holder of a certificate that immediately prior to the Effective Time represented issued and outstanding shares of Parent Common Stock ("Parent Certificates" and together with the Conectiv Certificates, the "Certificates") and (b) to each record holder of an Conectiv Certificate immediately prior to the Effective Time who has not surrendered Conectiv Certificates (i) representing all of the shares of Conectiv Stock owned by such holder pursuant to Section 1.9(b), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent HoldCo may reasonably specify), specify and (ii) instructions to effect for effecting the surrender of the such Certificates in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration or the Conectiv Merger Consideration, as the case may be. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing, in the aggregate, the whole number of whole shares of Parent HoldCo Common Stock which that such holder has the right to receive in accordance with the Exchange Ratio in respect of the pursuant to Section 1.8 (after taking into account all shares of Company Conectiv Stock or Parent Common Stock formerly evidenced Stock, as the case may be, then held by such Certificate, holder) and/or (B) any dividends or other distributions a check in the amount equal to which the cash that such holder is entitled has the right to receive pursuant to Sections 1.8, 2.3 and/or 2.5. No interest will be paid or will accrue on any cash payable pursuant to Section 1.07(c)1.8, and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled2.3 or 2.5. In the event of a transfer of ownership of shares of Company Conectiv Stock or Parent Common Stock Stock, as the case may be, which is not registered in the transfer records of Conectiv or Parent, as the Company as case may be, a certificate representing, in the aggregate, the proper number of the Effective Time, shares of HoldCo Common Stock and/or a check in the proper amount pursuant to Sections 1.8, 2.3 and/or 2.5 may be issued with respect to such Conectiv Stock or Parent Common Stock, dividendsas the case may be, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to such a transferee if the Certificate evidencing formerly representing such shares of Conectiv Stock or Parent Common Stock Stock, as the case may be, is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares Persons who have submitted an effective Form of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions Election as provided in Section 1.07(c1.9(b) and subject surrendered Certificates as provided therein shall be treated as if they have properly surrendered Certificates together with the letter of transmittal pursuant to this Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates Shares represented by a Certificate (other than holders of Excluded Shares) (i) a letter of transmittal (which shall specify in customary form 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)) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably specify)agree, and (ii) instructions to effect for surrendering the surrender Certificates (or affidavits of loss in lieu of the Certificates as provided in exchange for Section 2.2(g)) to the certificates evidencing shares of Parent Common StockExchange 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 of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole one or more shares of Parent Common Stock which shall represent, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c2.1(a), and (C) cash in respect of fractional shares less any required Tax withholdings as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"2.2(h), and the . The Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as of Company, the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.07(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends paid or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedare not applicable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (other than Dissenting Shares) (the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockPreferred Stock and, in lieu of any fractional shares thereof, cash, and, if applicable, the cash portion of the Merger Consideration payable pursuant to Section 2.06(b). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Preferred Stock which such holder has the right to receive in accordance with the Exchange Ratio or, if applicable, the Adjusted Exchange Ratio, in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) the amount of cash, if any, payable with respect to such shares pursuant to Section 2.06(b), (C) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c2.07(c) and (D) cash in lieu of fractional shares of Parent Preferred Stock to which such holder is entitled pursuant to Section 2.06(f) (the Parent Preferred Stock, cash, dividends and distributions described in clauses (A), and (B), (C) cash in respect of fractional shares as provided in Section 1.06(fand (D) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, the Merger Consideration may be issued and paid in accordance with this Article I II to a transferee if the Certificate evidencing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b2.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)dividends, to evidence the ownership of right to receive the number of full shares of Parent Common Stock, and cash in respect of fractional shares, Preferred Stock into which such shares of the Company Common Stock shall have been so converted, the right to receive the cash portion of the Merger Consideration payable with respect thereto pursuant to Section 2.06(b) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.06(f).

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within two (2) business days), after the Effective Time, Parent will instruct the Exchange Surviving Corporation shall cause the Paying Agent to mail to each holder of record shares of Certificates Common Stock (other than Excluded Shares) (i) a 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 thereof as provided in Section 5.2(f)) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such customary form and to have such other provisions as Parent and the Company may reasonably specify)agree, and (ii) instructions to effect for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 5.2(f)) in exchange for the certificates evidencing amount to which such holder of shares of Parent Common Stock is entitled as a result of the Merger pursuant to Section 5.1(a). If any Excluded Shares cease to be an Excluded Share pursuant to Section 5.2(a), the Surviving Corporation shall cause the Paying Agent promptly (and in any event within two (2) business days) after such Excluded Shares cease to be an Excluded Share to mail to the holder of such shares of Common Stock the letter of transmittal and instructions referred to in the immediately preceding sentence, with respect to such shares of Common Stock. Upon delivery of such letter of transmittal by any holder of shares of Common Stock (other than Excluded Shares), duly completed and duly executed in accordance with its instructions and the surrender to the Paying Agent of a Certificate for cancellation that immediately prior to the Exchange Agent together with Effective Time represented such letter shares of transmittal, duly executed, and such other customary documents Common Stock (or affidavit of loss in lieu thereof as may be required pursuant to such instructionsprovided in Section 5.2(f)), the holder of such Certificate shall be entitled to receive in exchange therefor a cash amount in immediately available funds (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right after giving effect to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares required Tax withholdings as provided in Section 1.06(f5.2(h)) equal to the product of (x) the number of shares of Parent Common Stock represented by such Certificate (or affidavit of loss in lieu thereof as provided in Section 5.2(f)) and cash being, collectively, (y) the "Per Share Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company as of Company, a check for any cash to be delivered upon compliance with the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, procedures described above may be issued and paid in accordance with this Article I to a the transferee if the Certificate evidencing such shares applicable letter of Parent Common Stock transmittal is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer pursuant and to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends paid or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedare not applicable.

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Second Merger Effective Time, Parent will instruct Rocket shall cause the Exchange Agent to mail send to each holder of record of Certificates the RHI Shares as of immediately prior to the First Merger Effective Time that were converted pursuant to Section 2.7 into the right to receive the Merger Consideration (i) a letter of transmittal substantially in the form attached hereto as Exhibit E (which shall specify that delivery shall be effected, and risk the “Letter of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), Transmittal”) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. RHI Certificates. (b) Upon (i) surrender of a RHI Certificate for cancellation to the Exchange Agent together with such letter a Letter of transmittalTransmittal, duly completed and validly executed, (ii) expiration or termination of any applicable waiting period applicable to the holder of RHI Shares that holds such RHI Certificate under the HSR Act and (iii) such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, Rocket shall cause the holder of such Certificate shall be entitled to receive in exchange therefor Exchange Agent to, as promptly as practicable, (A) certificates evidencing that credit to such holder in the stock ledger and other appropriate books and records of Rocket the number of whole shares of Parent Rocket Class L Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c)2.7, and (CB) pay and deliver to such holder a check in the amount of the cash in respect lieu of any fractional shares as provided in Section 1.06(f) (the shares of Parent Rocket Class L Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. payable pursuant to Section 4.5 together with any dividends or other distributions to which such RHI Shares become entitled in accordance with Section 4.3. (c) In the event of a transfer of ownership of shares of Company Common Stock which RHI Shares that is not registered in the transfer records of the Company as RHI, any shares of Rocket Class L Common Stock to be credited upon, and any cash to be paid upon, due surrender of the Effective TimeRHI Certificate formerly representing such RHI Shares, Rocket may direct the Exchange Agent to credit or pay such shares of Parent Common Stockor cash, dividendsas the case may be, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to such a transferee only if the such RHI Certificate evidencing such shares of Parent Common Stock is are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.07(b) evidence to the satisfaction of Rocket and by evidence the Exchange Agent that any applicable stock transfer taxes or similar Taxes have been paid. paid or are not applicable. (d) Until so surrenderedsurrendered as contemplated by this Section 4.2, each outstanding RHI Certificate thatshall, prior to at any time after the Second Merger Effective Time, represent the right to receive the Merger Consideration into which the RHI Shares represented shares of Company Common Stock will be deemed from and after the Effective Timeby such RHI Certificates have been converted pursuant to this Agreement, for all corporate purposes, other than the payment of together with any dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedRHI Certificates become entitled in accordance with Section 4.3.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted pursuant to Section 2.01 into the right to receive shares of Parent Common Stock and Cash Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify), specify and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common StockStock and the Cash Consideration (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock into which such the holder’s shares of Company Common Stock were converted pursuant to Section 2.01(b) and a check representing (1) the Cash Consideration and (2) cash in lieu of fractional shares which the holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (Bpursuant to Section 2.02(e) and any dividends or other distributions which the holder has the right to which such holder is entitled receive pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"2.02(c), and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Common Stock, dividends, distributions, Stock determined in accordance with Section 2.01(b) and a check representing (1) the Cash Consideration and (2) cash in respect lieu of fractional shares, shares which the holder is entitled to receive pursuant to Section 2.02(e) and any dividends or other distributions which the holder is entitled to receive pursuant to Section 2.02(c) may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to shall be deemed at any time after the Effective TimeTime to represent only the right to receive, represented upon such surrender, a certificate representing shares of Parent Common Stock into which the holders of shares of Company Common Stock will be deemed from were converted pursuant to Section 2.01(b) and after a check representing (1) the Effective Time, for all corporate purposes, other than the payment Cash Consideration and (2) cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.02(e) and any dividends or other distributions as provided in Section 1.07(c) and subject pursuant to Section 1.06(f2.02(c), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockShares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock Shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c1.7(c), and (C) cash in respect of any fractional shares share as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"1.6(g), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of the Company as of the Effective Time, shares of the Parent Common StockShares, dividends, distributionsdividends and distributions with respect thereto, and cash in respect lieu of any fractional shares, share to which such holder would otherwise have been entitled may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f1.6(g), to evidence only the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, Shares into which such shares of the Company Common Stock Shares shall have been so convertedconverted and no rights in any shares of the Company's Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Paying Agent to mail to each holder of record of Certificates a Common Stock Certificate or Book Entry Share, other than shares to be canceled pursuant to Section 2.1(a), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Common Stock Certificates or Book Entry Shares, as applicable, shall pass, only upon proper actual delivery of the Common Stock Certificates or Book Entry Shares to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Common Stock Certificates or Book Entry Shares, as applicable, in exchange for the certificates evidencing shares Merger Consideration in the case of Parent Common StockStock Certificates and the Preferred Share Merger Consideration in the case of Preferred Book Entry Shares. Upon surrender of a Common Stock Certificate or Book Entry Shares (or delivery of such customary affidavits and indemnities with respect to a lost certificate which the Paying Agent and/or the Company’s transfer agent may reasonably require) for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Common Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that number the amount of whole shares of Parent Common Stock cash into which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced or Series A Convertible Preferred Stock theretofore represented by such Certificate, (B) any dividends Common Stock Certificate or other distributions to which such holder is entitled Book Entry Shares shall have been converted pursuant to Section 1.07(c2.1(b) or Section 2.1(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")applicable, and the Certificate Common Stock Certificates or Book Entry Shares so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the cash payable upon the surrender of any Common Stock Certificate or Book Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Common Stock Certificate so surrendered is registered, if such Common Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of such Common Stock Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Common Stock Certificate and Book Entry Share (other than Common Stock Certificates or Book Entry Shares representing Dissenting Company as Shares and Common Stock Certificates or Book Entry Shares representing any shares of Common Stock to be canceled pursuant to Section 2.1(a)) shall be deemed at any time after the Effective TimeTime to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Parent Common StockStock theretofore represented by such Common Stock Certificate or Book Entry Share shall have been converted pursuant to Section 2.1. If any Common Stock Certificate or Book Entry Share shall not have been surrendered prior to six years after the Effective Time (or immediately prior to such time on which any payment in respect hereof would otherwise escheat or become the property of any governmental unit or agency), dividends, distributions, and cash the payment in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented Certificate or Book Entry Share shall, to the Exchange extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Paying Agent, accompanied by all documents required Parent, the Company, Sub or the Surviving Corporation or any party hereto shall be liable to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares former stockholder of the Company Common Stock shall have been so convertedfor any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will instruct the Exchange Agent Surviving Corporation shall cause to mail be mailed to each holder of record of Certificates a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock and cash in lieu of fractional shares pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common StockStock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, completed and such other customary 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 (A) certificates evidencing that a certificate representing the number of whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")1.6, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)dividends, to evidence the ownership of right to receive the number of full shares of Parent Common Stock, and cash in respect of fractional shares, Stock into which such shares of the Company Common Stock shall have been so convertedconverted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to will mail to each holder of record of Certificates Adamis Capital Stock whose shares would be converted into the right to receive shares of La Jolla Common Stock pursuant to Section 1.6(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and customary form; (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions; and (iii) instructions for use in effecting the surrender of Adamis Capital Stock in exchange for certificates (or, if La Jolla elects to have shares be represented in uncertificated form, then notifications of share ownership) representing shares of La Jolla Common Stock. Upon surrender of Adamis Capital Stock for cancellation to the Exchange Agent, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate Adamis Capital Stock shall be entitled to receive in exchange therefor (Ax) certificates evidencing that a certificate (or, for uncertificated shares, a notification of share ownership) representing the number of whole shares of Parent Exchange Shares into which the Adamis Common Stock which such holder has represented thereby shall have been converted into the right to receive in accordance with the Exchange Ratio in respect as of the shares of Company Common Stock formerly evidenced by such CertificateEffective Time, (By) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c1.10(d), and (Cz) cash in respect of any fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"1.6(f), and the Certificate Adamis Capital Stock so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each such outstanding Certificate that, prior to the Effective Time, represented shares share of Company Common Adamis Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, purposes other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)dividends, to evidence the ownership of the number of full shares of Parent La Jolla Common Stock, and cash in respect of fractional shares, Stock into which such shares of the Company Common Adamis Capital Stock shall have been so convertedconverted and the right to receive cash in lieu of the issuance of any fractional shares. If any Adamis Stock Certificate shall have been lost, stolen or destroyed, La Jolla may, in its discretion and as a condition precedent to the issuance of any certificate (or notification of share ownership) representing La Jolla Common Stock, require the owner of such lost, stolen or destroyed Adamis Stock Certificate to provide a reasonable affidavit and/or bond as indemnity against any claim that may be made against the Exchange Agent, La Jolla or the Surviving Corporation with respect to such Adamis Stock Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, and in no event later than five (5) business days thereafter, Parent will instruct shall cause the Exchange Agent to mail to each holder of record (as of Certificates the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, completed and such other customary 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 (A) certificates evidencing that representing the number of whole shares of Parent Common Stock into which such holder has the right to receive in accordance with the Exchange Ratio in respect of the their shares of Company Common Stock formerly evidenced by were converted at the Effective Time, payment in lieu of fractional shares which such Certificate, (Bholders have the right to receive pursuant to Section 1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than subject to Section 1.7(d) as to the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)dividends, to evidence only the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, Stock into which such shares of the Company Common Stock shall have been so convertedconverted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") that were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyspecify that are not inconsistent with the terms of this Agreement), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c2.2(c), and (C) any cash in respect lieu of any fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash beingto which such holder is entitled pursuant to Section 2.2(d), collectively, the "Merger Consideration")after giving effect to any tax withholdings required by applicable law, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed deemed, from and after the Effective Time, for all corporate purposes, other than to represent only the payment of dividends or other distributions as provided in Section 1.07(c) and subject right to Section 1.06(f), to evidence the ownership of the number of full receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in respect lieu of any fractional shares, into which such shares of the Company Parent Common Stock shall have been so convertedpayable pursuant to Section 2.2(d), in accordance with the terms of this Agreement.

Exchange Procedures. (i) As soon promptly as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to distribute the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender Stock into which the shares of a Certificate for cancellation Spinco Common Stock that were distributed in the Distribution have been converted pursuant to the Exchange Agent together with such letter Merger, which shares shall be distributed on the same basis as the shares of transmittal, duly executed, Spinco Common Stock were distributed in the Distribution and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate Persons who received Spinco Common Stock in the Distribution. Each Person entitled to receive Spinco Common Stock in the Distribution shall be entitled to receive in exchange therefor (A) certificates evidencing that respect of the shares of Spinco Common Stock distributed to such Person a book-entry authorization representing the number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to this Section 1.07(c), 3.01(b) (and (C) cash in respect lieu of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock, as contemplated by Section 3.01(e)) (and any dividends or distributions and other amounts pursuant to Section 3.01(c)). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to Parent Common Stock and cash beingheld by it from time to time hereunder, collectively, the "Merger Consideration"except as contemplated by Section 3.01(c), and the Certificate so surrendered shall forthwith be canceled. . (ii) In the event of a transfer of ownership of shares of Company TDCC Common Stock which is not registered in the transfer records of the Company as of the Effective TimeSpinco, shares of Parent Common Stock, dividends, distributions, and cash in respect lieu of any fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock such holder is entitled to receive pursuant to Section 3.01(e) and any dividends or other distributions such holder is entitled to receive pursuant to Section 3.01(c) may be issued to a transferee who should have received Shares if the certificate or book-entry shares representing such TDCC Common Stock are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrenderedUpon exchange as contemplated by this Section 3.01, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will Share shall be deemed from and at all times after the Effective TimeTime to represent only the right to receive upon such surrender, for all corporate purposeswithout interest, other than the payment Merger Consideration, cash in lieu of any fractional shares of Parent Common Stock that the holder of such Share is entitled to receive pursuant to Section 3.01(e) and any dividends or other distributions as provided in Section 1.07(c) and subject such holder is entitled to receive pursuant to Section 1.06(f3.01(c), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of EFTC Common Stock (collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent EFTC and TBF II may reasonably specify), ) and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common StockStock (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). As soon as practicable after the Effective Time, Parent will cause the Exchange Agent to issue a certificate to TBF III for the shares of Parent Common Stock issuable in conversion of the TBF II Units pursuant to Section 2.2. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock, the amount of any cash payable in lieu of fractional shares of Parent Common Stock and an amount equal to certain dividends and other distributions which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")this Article II, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of shares of Company EFTC Common Stock prior to the Effective Time which is not registered in the transfer records of EFTC a certificate representing the Company as number of the Effective Time, shares of Parent Common Stock, dividends, distributions, Stock issuable and cash any amounts payable in respect of fractional shares, accordance with this Agreement may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent EFTC Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct cause the Exchange Agent to mail to each holder the record holders of record of Company Stock Certificates (i) a letter of transmittal in customary form and containing such provisions on which Parent and the Company may mutually agree (and which shall specify will include a provision confirming that delivery shall of Company Stock Certificates will be effected, and risk of loss and title to the Company Stock Certificates shall will pass, only upon proper delivery of the such Company Stock Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent), and (ii) instructions to effect for use in effecting the surrender of the Company Stock Certificates in exchange for the certificates evidencing non-certificated shares of Parent Common StockStock represented by book-entry issuable pursuant to Section 1.6(a). Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent for exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other customary documents as may be reasonably required pursuant to such instructionsby the Exchange Agent or Parent, (A) the holder of such Company Stock Certificate shall will be entitled to receive in exchange therefor (A) certificates evidencing that non-certificated shares of Parent Common Stock represented by book-entry equal to the number of whole shares of Parent Common Stock which that such holder has the right to receive pursuant to the provisions of Section 1.6(a) (and cash in accordance with the Exchange Ratio in respect lieu of the shares any fractional share of Company Parent Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c1.6(g)), and (CB) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Company Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith will be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company Until surrendered as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied contemplated by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered1.8(b), each outstanding Company Stock Certificate that, prior to the Effective Time, represented shares of held by a Company Common Stock Stockholder will be deemed deemed, from and after the Effective Time, for all corporate purposes, other than to represent only the payment right to receive the Merger Consideration (and cash in lieu of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares any fractional share of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the ). If any Company Common Stock shall Certificate will have been so convertedlost, stolen or destroyed, the Exchange Agent will require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and to deliver a bond as indemnity against any claim that may be made against the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) that were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyspecify that are not inconsistent with the terms of this Agreement), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio Section 2.1(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c2.2(c), and (C) any cash in respect lieu of any fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash beingto which such holder is entitled pursuant to Section 2.2(d), collectively, the "Merger Consideration")after giving effect to any tax withholdings required by applicable law, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, a certificate representing the proper number of shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed deemed, from and after the Effective Time, for all corporate purposes, other than to represent only the payment of dividends or other distributions as provided in Section 1.07(c) and subject right to Section 1.06(f), to evidence the ownership of the number of full receive upon surrender a certificate representing shares of Parent Common Stock, any dividends or other distributions payable pursuant to Section 2.2(c) and any cash in respect lieu of any fractional shares, into which such shares of the Company Parent Common Stock shall have been so convertedpayable pursuant to Section 2.2(d), in accordance with the terms of this Agreement.

Exchange Procedures. As (a) At the Effective Time of the Merger, Parent shall deposit with the Exchange Agent for the benefit of the holders of shares of Company Stock outstanding immediately prior to the Effective Time of the Merger, for exchange in accordance with this Section 2.5 through the Exchange Agent, cash in the amount of the aggregate Merger Consideration payable to (i) such holders of Company Stock pursuant to Section 2.2 in exchange for their shares of Company Stock and (ii) such holders of Company Stock Options, pursuant to Section 12.2 in exchange for their Company Stock Options (collectively, the “Exchange Fund”). (b) Parent shall direct the Exchange Agent to mail, as soon as reasonably practicable after the Effective TimeTime of the Merger, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates shares of Company Stock which are represented by (x) a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Stock (the “Certificates”) or (y) an entry to that effect in the shareholder records maintained on behalf of Company by the Company stock transfer agent (the “Book Entry Shares”), whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates (if any) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and Company may reasonably specify), and (ii) instructions to effect for use in effecting the surrender of the Certificates or authorizing transfer and cancellation of Book Entry Shares in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, or authorizing transfer of Book Entry Shares, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shares of Company stock shall be entitled to receive in exchange therefor (A) certificates evidencing that number the amount of whole shares of Parent Common Stock the Merger Consideration which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c)2.2 hereof, and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the any Certificate so surrendered shall forthwith be canceledcancelled. In Until surrendered as contemplated by this Section 2.5, each Certificate and any Book Entry Shares shall be deemed at any time after the event Effective Time of a the Merger to represent only the right to receive upon such surrender the Merger Consideration to be paid in consideration therefor upon surrender of such Certificate or transfer of ownership the Book Entry Shares, as the case may be, as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of Company Common Stock which is that are not registered in Book Entry Shares should be unable to surrender the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional Certificates for such shares, may because they have been lost or destroyed, such holder shall, if required by Parent or Exchange Agent, deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to Parent and shall be issued and entitled to receive the Merger Consideration to be paid in consideration therefor in accordance with this Article I to a transferee if Section 2.2 hereof. (c) If, after the Certificate evidencing such shares Effective Time of Parent Common Stock is the Merger, Certificates or Book Entry Shares are presented to Parent for any reason, they shall be cancelled and exchanged as provided in this Agreement. (d) Any portion of the Exchange AgentFund which remains undistributed to the shareholders of Company following the passage of six months after the Effective Time of the Merger shall be delivered to the Surviving Corporation, accompanied by all documents required to evidence upon demand, and effect such transfer pursuant to any shareholders of Company who have not theretofore complied with this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior 2.5 shall thereafter look only to the Effective TimeSurviving Corporation and/or Parent for payment of their claim for the Merger Consideration payable in consideration for any Certificate or transfer of any Book Entry Shares, represented without interest. (e) Except as otherwise required by law, none of Parent, Company or the Surviving Corporation shall be liable to any holder of shares of Company Common Stock will be deemed for such cash from and after the Effective TimeExchange Fund delivered to a public official pursuant to any applicable abandoned property, for all corporate purposes, other than the payment of dividends escheat or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedsimilar law.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockShares. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock Shares which such holder has the right to receive in accordance with the Exchange Ratio pursuant to Section 1.6(a) in respect of the shares of Company Common Stock Shares formerly evidenced by such Certificate, (Bb) the per Share Cash Consideration, (C) any dividends or other distributions to which 5- such holder is entitled pursuant to Section 1.07(c1.7(c), and (CD) cash in respect of fractional shares as provided in Section 1.06(f1.6(f) (the shares of Parent Common Stock Consideration, the Cash Consideration, dividends, distributions and cash being, collectively, the "Merger ConsiderationMERGER CONSIDERATION"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, the Merger Consideration may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f1.6(f), to evidence the ownership of the number of full shares of whole Parent Common Stock, and cash in Shares that represent the Stock Consideration with respect of fractional shares, into which to such shares of the Company Common Stock shall have been so convertedShares.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Certificates Shares (i) a 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 Shares to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specify), specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions to effect for effecting the surrender of the Certificates such Shares in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon surrender of a Certificate for cancellation the Shares to the Exchange Agent together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, in the aggregate, the whole number of shares of Parent Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect of the pursuant to Section 1.08 (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificate, holder) and (B) any dividends or other distributions a check in the amount equal to which the cash that such holder is entitled has the right to receive pursuant to Section 1.07(c)the provisions of this Article 2, and (C) consisting of cash in respect lieu of any fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock pursuant to Section 2.05 and cash being, collectively, the "Merger Consideration"dividends and other distributions pursuant to Section 2.03 (“Cash Payments”), and the Certificate so surrendered shall forthwith . No interest will be canceledpaid or will accrue on any Cash Payments. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of Company, the Effective Time, shares of Parent Common Stock, dividends, distributions, Merger Consideration and cash in respect of fractional sharesany Cash Payments to which such holder is entitled, may be issued and paid in accordance with this Article I respect to such Company Common Stock to such a transferee if the Certificate evidencing such shares of Parent Common Stock is Shares are presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. (i) As soon promptly as reasonably practicable after following the Parent Merger Effective TimeTime (but in no event later than two (2) Business Days thereafter), the Surviving Entity of the Parent will instruct Merger shall cause the Exchange Agent to mail (and to make available for collection by hand) (A) to each holder of record of Certificates a Certificate evidencing Company Common Stock, (ix) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent Agent, and which Letter of Transmittal shall be in such form and have such other provisions as the Surviving Entity of the Parent Merger may reasonably specify), and (iiy) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates Parent Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d) (which instructions shall provide that, at the election of the surrendering holder, (i) Certificates may be surrendered by hand delivery or otherwise or (ii) the Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder), (B) to each holder of record of a Certificate evidencing Company Limited Voting Stock, a certificate representing the LVS Merger Consideration into which the number of shares of Company Limited Voting Stock previously represented by such Certificate shall have been converted pursuant to this Agreement, (C) to each holder of a Company Option, a certificate representing an option to acquire shares of Parent Common Stock. , (D) to each holder of a share of Company Restricted Stock, a certificate representing shares of Parent Common Stock in an amount due and payable to such holder pursuant to Section 3.5(b) in respect of such share of Company Restricted Stock, and (E) to each holder of a Company Phantom Share, a certificate representing shares of Parent Common Stock in an amount due and payable to such holder pursuant to Section 3.5(c), if any, in respect of such Company Phantom Share. (ii) Upon surrender of a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent Agent, together with such letter a Letter of transmittal, Transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number the Parent Merger Consideration for each share of whole Company Common Stock formerly represented by such Certificate pursuant to the provisions of this Article III plus any cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock which that such holder has the right to receive pursuant to the provisions of Section 3.9 and any amounts that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the on shares of Parent Common Stock and cash beingin accordance with Section 3.4(d), collectivelyto be mailed, made available for collection by hand or delivered by wire transfer, within two (2) Business Days following the "later to occur of (A) the Parent Merger Consideration"Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith canceled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until surrendered as contemplated by this Section 3.4, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Parent Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (iii) As promptly as practicable following the Effective Time (but in no event later than two (2) Business Days thereafter), the Surviving Entity shall cause the Exchange Agent (A) to issue to each holder of Book-Entry Shares that number of uncertificated whole shares of Parent Common Stock or Parent Limited Voting Stock that such holder is entitled to receive pursuant to Section 3.1(b) in respect of such Book-Entry Shares, and (B) to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for any amounts payable in respect of dividends or distributions on shares of Parent Common Stock in accordance with Section 3.4(d) and any other amount such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 3.9, in each case, without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Parent Merger Consideration or LVS Merger Consideration payable in respect of the Book-Entry Shares. (iv) In the event of a transfer of ownership of shares of Company Common Stock which or Company Limited Voting Stock that is not registered in the transfer records of the Company as Company, it shall be a condition of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid payment that any Certificate surrendered in accordance with the procedures set forth in this Article I Section 3.4(c) shall be properly endorsed or shall be otherwise in proper form for transfer, or any Book-Entry Share shall be properly transferred, and that the Person requesting such payment shall have paid any transfer Taxes and other Taxes required by reason of the payment of the Merger Consideration to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, person other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership registered holder of the number of full shares Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of Parent Common Stock, and cash in respect of fractional shares, into which that such shares of the Company Common Stock shall have Tax either has been so convertedpaid or is not applicable.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and in any event within ten business days of the Closing Date, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates shares of Company Common Stock whose shares of Company Common Stock were converted pursuant to Section 2.1(a)(ii) into the right to receive the Merger Consideration (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify), agree upon prior to the Effective Time) (the “Letter of Transmittal”) and (iiB) instructions to effect for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsMerger Consideration, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) Fractional Share Cash Amount and any dividends or other distributions to which such Certificates or Book-Entry Shares become entitled in accordance with Section 2.2(d). If applicable, as soon as reasonably practicable after the Effective Time and in any event within ten business days of the Closing Date, Parent shall cause the Exchange Agent to mail to each holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership record of shares of Company Common Preferred Stock which is not registered in whose shares of Company Preferred Stock were converted pursuant to Section 2.1(a)(iii)(B) into the transfer records of the Company as of the Effective Time, right to receive shares of Parent Common Stock, dividends, distributions, New Preferred Stock (A) a Letter of Transmittal and cash (B) instructions for use in respect effecting the surrender of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Company Preferred Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented in exchange for shares of Company Common Parent New Preferred Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of any dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Preferred Stock shall have been so convertedbecome entitled in accordance with Section 2.2(d).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct Crompton shall cause the Exchange Agent to mail to each holder of record of Certificates a Certificate whose shares of Great Lakes Common Stock were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall be in such form as Crompton and Great Lakes may reasonably agree to use and shall have such other provisions as Parent Crompton and Great Lakes may reasonably agree to specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for certificates representing the certificates evidencing shares Merger Consideration, any dividends or other distributions to which holders of Parent Common StockCertificates are entitled pursuant to Section 2.2(c) and any net cash proceeds from the sale of the Excess Shares to which such holders are entitled pursuant to Section 2.2(e). Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Crompton Common Stock which that such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of this Article II after taking into account all the shares of Company Great Lakes Common Stock formerly evidenced then held by such Certificateholder under all such Certificates so surrendered, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), 2.2(c) and (C) any net cash in respect proceeds from the sale of fractional shares as provided in the Excess Shares to which such holder is entitled pursuant to Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Great Lakes Common Stock which that is not registered in the transfer records of Great Lakes, a certificate representing the Company as proper number of the Effective Time, shares of Parent Crompton Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I to a transferee if Person other than the Person in whose name the Certificate evidencing such shares of Parent Common Stock so surrendered is presented registered, if, upon presentation to the Exchange Agent, accompanied such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such issuance shall have paid, or pay, any transfer and other taxes required by all documents required reason of the issuance of shares of Crompton Common Stock to evidence a Person other than the registered holder of such Certificate or shall have established to the reasonable satisfaction of Crompton and effect the Exchange Agent that such transfer pursuant to tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.2(b), each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive the Merger Consideration, for all corporate purposes, other than the payment of any dividends or other distributions as provided in to which the holder of such Certificate is entitled pursuant to Section 1.07(c2.2(c) and subject any net cash proceeds from the sale of the Excess Shares to which such holder is entitled pursuant to Section 1.06(f2.2(e), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedeach case without interest.

Exchange Procedures. As soon as reasonably practicable (i) At or promptly after the Effective TimeTime of Merger, Parent will instruct API shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time of Merger represented outstanding shares of ZERO Common Stock (ithe "ZERO Certificates"): (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent API may reasonably specify), ; and (iiB) instructions to effect the surrender of the ZERO Certificates in exchange for the certificates evidencing representing shares of Parent API Common Stock. . (ii) Upon surrender of a ZERO Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and with such other customary documents as the Exchange Agent may be required pursuant to such instructionsreasonably require, the holder of such ZERO Certificate shall be entitled to receive receive, and API shall cause the Exchange Agent to promptly deliver in exchange therefor (A) certificates evidencing therefor, a certificate representing that number of whole shares of Parent API Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of such ZERO Certificate pursuant to the provisions of this Article II of this Agreement, plus any cash in lieu of any fractional shares as provided share interest in accordance with Section 1.06(f2.8(e) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")this Agreement, and the ZERO Certificate so surrendered shall forthwith be canceled. ; provided, however, that fractional share interests of any one holder shall be aggregated to maximize the number of whole shares of API Common Stock to be issued and minimize the fractional interests to be paid in cash as provided in Section 2.8(e) of this Agreement. (iii) In the event of a transfer of ownership of shares of Company ZERO Common Stock which is not registered in the transfer records of ZERO, a certificate representing the Company as proper number of the Effective Time, shares of Parent API Common Stock, dividends, distributions, and any cash in respect lieu of any fractional shares, may be issued and paid share interests in accordance with Section 2.8(e) of this Article I Agreement, shall be delivered to a the transferee if the ZERO Certificate evidencing which represented such shares of Parent ZERO Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. . (iv) Until so surrenderedsurrendered as contemplated by this Section 2.8 of this Agreement, each outstanding ZERO Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at all times after the Effective Time, for all corporate purposes, other than Time of Merger to represent only the payment of dividends or other distributions as provided in Section 1.07(c) and subject right to Section 1.06(f), to evidence the ownership of the number of full receive upon surrender a certificate representing shares of Parent API Common Stock, Stock and cash in respect lieu of any fractional shares, into which such shares share interest as contemplated by Section 2.8(e) of the Company Common Stock shall have been so convertedthis Agreement.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will TEAM shall instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates (“Certificates”) which immediately prior to the Effective Time represented outstanding shares of Vsource Capital Stock which were converted into the right to receive shares of TEAM Common Stock pursuant to Section 1.6, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent TEAM and Vsource may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent TEAM Common Stock. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (A) certificates evidencing that representing the number of whole shares of Parent TEAM Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the (after aggregating all shares of Company Common Vsource Capital Stock formerly evidenced surrendered by such Certificate, (Bholder) any dividends or other distributions to into which such holder is entitled pursuant to Section 1.07(cSections 1.6(a)-(d) (which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), and (C) cash payment in respect lieu of fractional shares as provided in that such holders have the right to receive pursuant to Section 1.06(fl.7(e) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of TEAM Common Stock into which such shares of Vsource Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section l.7(e) and any dividends or distributions payable pursuant to Section l.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of TEAM Common 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 Common Vsource Capital Stock which that is not registered in the transfer records of Vsource, a certificate representing the Company as proper number of the Effective Time, shares of Parent TEAM Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Common Vsource Capital Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any event within five business days after Parent's receipt of all necessary shareholder list and other supporting information), Parent will instruct shall cause the Exchange Agent to mail to each holder of record (as of Certificates the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding Shares whose Shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, completed and such other customary 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 (A) certificates evidencing that representing the number of whole shares of Parent Common Stock into which such holder has the right to receive in accordance with the Exchange Ratio in respect of the their shares of Company Common Stock formerly evidenced by were converted at the Effective Time, payment in lieu of fractional shares which such Certificate, (Bholders have the right to receive pursuant to Section 1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paidcancelled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than subject to Section 1.7(d) as to the payment of dividends or and other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)distributions, to evidence only the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, Stock into which such shares of the Company Common Stock shall have been so convertedconverted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates shares of Company Common Stock immediately prior to the Effective Time (whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.6) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Company Certificates, if any, shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent and Company may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates shares of Company Common Stock in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon (i) surrender of a Company Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, or (ii) the book-entry transfer by the holder of shares of Company Common Stock to the account established by the Exchange Agent for such purpose, together with a properly completed letter of transmittal or an agent's message in lieu thereof (as described in the letter of transmittal) and such other customary documents as the Exchange Agent may be required pursuant to such instructionsreasonably require, the holder of such Certificate shares of Company Common Stock shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock the Merger Consideration which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled surrendered pursuant to Section 1.07(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the this Article Two. Each Company Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, applicable Merger Consideration may be issued and paid in accordance with this Article I to a transferee only if the Company Certificate evidencing representing such shares of Parent Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.7, each outstanding Company Certificate that, prior to shall be deemed at any time after the Effective Time, represented Time to represent only the right to receive the amount of cash into which the shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions represented by such Company Certificate have been converted as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedthis Article Two.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent will instruct but in any case within 10 business days thereafter, the Exchange Agent to shall mail to each holder of record an outstanding certificate(s) which prior thereto represented shares of Certificates Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such certificate shall pass, only upon proper delivery of such certificate(s) to such Exchange Agent), (ii) instructions for use in effecting the Certificates surrender of the certificate(s) for the Consideration for Company Common Stock, and (iii) an explanation of the election to receive additional Parent Common Stock in lieu of some or all of the cash component of the Consideration for Company Common Stock, as described in Section 2.1(c)(i)(C). Upon surrender to the Exchange Agent and shall be in of such form and have such other provisions as Parent may reasonably specify)certificate(s) for cancellation, and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate certificate(s) shall be entitled to receive in exchange therefor the Consideration for Company Common Stock consisting of the proportionate amount of cash (Ataking into account any election by a former holder of Company Common Stock and a certificate(s) certificates evidencing that representing the number of whole shares of Parent Common Stock into which the aggregate number of shares previously represented by such holder has certificate(s) surrendered shall have been converted pursuant to Section 2.1(c) of this Agreement. The Exchange Agent shall accept such certificate(s) upon compliance with such reasonable terms and conditions as the right Exchange Agent may impose to receive effect an orderly exchange thereof in accordance with normal exchange practices. After the Exchange Ratio in respect Effective Time of the Merger, there shall be no further transfer on the records of the Company of any certificate(s) representing shares of Company Common Stock formerly evidenced by and if such Certificatecertificate(s) is presented to the Company for transfer, (Bit shall be canceled against delivery of a certificate(s) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), for cash and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of the Parent Common Stock and cash being, collectively, as hereinabove provided. If any certificate(s) for such shares of the "Merger Consideration"), and Parent Common Stock is to be issued in a name other than that in which the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of certificate(s) for shares of Company Common Stock which surrendered for exchange is not registered registered, it shall be a condition of such exchange that the certificate(s) so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to Parent or its transfer records agent any transfer or other taxes required by reason of the Company as issuance of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing certificate(s) for such shares of Parent Common Stock is presented in a name other than that of the registered holder of the certificate(s) surrendered, or establish to the Exchange Agent, accompanied satisfaction of Parent or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.7(b), each outstanding Certificate that, prior to the Effective Time, represented certificate for shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership Time of the number Merger to represent only the right to receive upon such surrender the applicable Consideration for Company Common Stock. No interest will be paid or will accrue on any cash payable in lieu of full shares any fractional share of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will ALHC shall instruct the Exchange Agent to mail to each holder of record of Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent ALHC may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent ALHC Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent ALHC Common Stock which that such holder has the right to receive in accordance with the Exchange Ratio Section 1.6.1 in respect of the shares of Company Common Stock AUSA Shares formerly evidenced by such Certificate, Certificate and (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c)1.7.3, and (C) cash in respect of fractional shares as provided in Section 1.06(f) each case without any interest thereon (the shares of Parent Common Stock and cash being, collectively, the "“Merger Consideration"”), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is AUSA Shares that are not registered in the transfer records of the Company AUSA as of the Effective Time, shares of Parent ALHC Common Stock, dividends, distributions, Stock and cash in respect of fractional shares, dividends may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock AUSA Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) 1.7.2 and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock AUSA Shares (other than Dissenting Shares) will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)1.6.1.6, to evidence the ownership of the number of full whole shares of Parent ALHC Common Stock, and cash in respect of fractional shares, Stock into which such shares of the Company Common Stock AUSA Shares shall have been so convertedconverted pursuant to the provisions hereof.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent AGT will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Shares (the "Certificates"), other than Dissenting Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent AGT may reasonably specify), ) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent AGT Common StockStock and cash. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that the Merger Consideration, multiplied by the number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly Shares evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of the Company as of the Effective TimeCompany, shares of Parent AGT Common Stock, dividends, distributions, Stock and cash in respect of fractional shares, may be issued and paid in accordance with this Article I 2 to a transferee if the Certificate evidencing such shares of Parent Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), Time to evidence only the ownership of right to receive upon such surrender the Merger Consideration, multiplied by the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which Shares previously evidenced by such shares of the Company Common Stock shall have been so convertedCertificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a Certificate whose shares were converted into the Merger Consideration pursuant to Section 3.1 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates cash and/or Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect for use in effecting the surrender of the Certificates Certificate in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing therefor, cash and/or a Parent Certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the shares of Company Common Stock formerly evidenced by such Certificatethis Article III, (B) any certain dividends or other distributions to which such holder is entitled pursuant to in accordance with Section 1.07(c), 3.2(c) and (C) cash in respect lieu of any fractional shares as provided share in accordance with Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"3.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Cyprus Common Stock which is not registered in the transfer records of Cyprus, cash and/or a Parent Certificate representing the Company as proper number of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is presented registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer, and the person requesting such issuance shall pay all transfer or other non-income Taxes required by reason of the issuance of shares of Parent Common Stock and/or cash to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered3.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender of Cyprus Certificates, for all corporate purposescash and/or Parent Certificates representing the number of whole shares of Parent Common Stock into which the shares of Cyprus Common Stock formerly represented by such Certificate have been converted, other than the payment of certain dividends or other distributions as provided in accordance with Section 1.07(c3.2(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect lieu of any fractional shares, into which such shares share in accordance with Section 3.2(e). No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the Company Common Stock shall have been so convertedprovisions of this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted pursuant to Section 1.2 into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")this Article I, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 1.3, each outstanding Certificate that, prior to shall be deemed at any time after the Effective Time, represented Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Section 1.3. Lost and mutilated shares of Company Common Stock will shall be deemed from and after treated in the Effective Time, for all corporate purposes, other than same manner as they are currently treated by the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedCompany.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares are converted pursuant to Section 2.01(c) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common StockStock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, transmittal duly executed, executed and such other customary documents as may be required pursuant to such instructionscompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")this Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing that number of the Effective Time, whole shares of Parent Common Stock, dividends, distributions, and plus the cash amount payable in respect lieu of fractional sharesshares in accordance with Section 2.02(e), may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Company Common Stock is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02(b), each outstanding Certificate that, prior to shall be deemed at any time after the Effective TimeTime for all corporate purposes of Parent, represented except as limited by paragraph (c) below, to represent ownership of the number of shares of Parent Common Stock into which the number of shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall shown thereon have been so convertedconverted as contemplated by this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any event within three (3) Business Days thereof), Parent will Acquiror shall instruct the Exchange Agent to mail (and shall make available for collection by hand) to each holder of record of Certificates certificates or instruments evidencing the Company Common Stock and Company Options and Company Restricted Stock Units that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive cash pursuant to Section 2.1(b), (i) a letter of transmittal (which in customary form, 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 (provided that Acquiror will provide the Company with a reasonable opportunity to review and shall be in such form and have such other provisions as Parent may reasonably specifycomment thereon), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for cash, (which instructions shall provide that, at the certificates evidencing shares election of Parent Common Stockthe surrendering holder, Certificates may be surrendered, and a check in exchange therefor collected, by hand delivery). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent (including any required Form W-9 or Form W-8), the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a check or wire transfer (Aat the election of the holder thereof) certificates evidencing in the amount of U.S. dollars that number of whole shares of Parent Common Stock which such holder has holders have the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"2.1(b), and the Certificate Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof a check or wire transfer (at the election of the holder thereof) in the amount of U.S. dollars that the holders thereof have the right to receive pursuant to Section 2.1(b). No interest will be paid or accrued on any cash payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company as Company, a check or wire transfer (at the election of the Effective Time, shares transferee) in the amount of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, U.S. dollars that the holder thereof has the right to receive pursuant to Section 2.1(b) may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1 and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e) and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of Certificates) to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify), ) and (ii) instructions to effect the surrender of for use in surrendering the Certificates in exchange for the certificates evidencing Merger Consideration and any cash in lieu of fractional shares of Parent Common StockStock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with Section 2.2(e) and any dividends or distributions to which such holder is entitled pursuant to Section 2.2(c). Upon surrender of a Certificate (or affidavits of loss in lieu of Certificates) for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsthereby, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the shares of Company Common Stock formerly evidenced by such Certificatethis Article II, (B) any certain dividends or other distributions to which such holder is entitled pursuant to in accordance with Section 1.07(c), 2.2(c) and (C) cash in respect lieu of any fractional shares as provided in Section 1.06(f) (the shares share of Parent Common Stock and cash being, collectively, the "Merger Consideration"in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of a Certificate representing shares of Company Common Stock which is are not registered in the transfer records of the Company as under the name of the Effective Timeperson surrendering such Certificate, shares a certificate representing the proper number of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock will be issued to a person other than the person in whose name the Certificate so surrendered is presented registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the Exchange Agent, accompanied satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, for all corporate purposes, other than the payment of certain dividends or other distributions as provided in accordance with Section 1.07(c2.2(c) and subject to Section 1.06(f), to evidence the ownership cash in lieu of the number of full shares any fractional share of Parent Common Stock, and Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash in respect payable to holders of fractional shares, into which such shares Certificates pursuant to the provisions of the Company Common Stock shall have been so convertedthis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) that were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyspecify that are not inconsistent with the terms of this Agreement), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has a check representing the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled Merger Consideration determined pursuant to Section 1.07(c)2.1(a) above, and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")after giving effect to any tax withholdings or deductions required by applicable law, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stocka check representing the Merger Consideration determined pursuant to Section 2.1(a) above, dividendsafter giving effect to any tax withholdings or deductions required by applicable law, distributions, and cash in respect of fractional shares, may shall be issued and paid in accordance with this Article I delivered to a transferee if the Certificate evidencing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed deemed, from and after the Effective Time, for all corporate purposes, other than to represent only the payment right to receive upon surrender the Merger Consideration, in accordance with the terms of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedthis Agreement.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder the record holders of record of the Company Stock Certificates (i) a letter Letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify)Transmittal, and (ii) instructions to effect for use in effecting the surrender of the Company Stock Certificates in exchange for the certificates evidencing non-certificated shares of Parent Common StockStock represented by book-entry issuable pursuant to Section 1.6(a). Upon surrender of a Company Stock Certificate to Parent for cancellation to the Exchange Agent exchange, together with such letter a duly executed Letter of transmittal, duly executed, Transmittal and such other customary documents as may be reasonably required pursuant to such instructionsby Parent, (A) the holder of such Company Stock Certificate shall will be entitled to receive in exchange therefor (A) certificates evidencing that non-certificated shares of Parent Common Stock represented by book-entry equal to the number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the shares of Company Common Stock formerly evidenced by such CertificateSection 1.6(a), (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), the Company Stock Certificate so surrendered will be canceled and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the Parent will instruct Parent’s transfer agent to issue non-certificated shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"represented by book-entry issuable pursuant to Section 1.6(a). Until surrendered as contemplated by this Section 1.8(a), and the each Company Stock Certificate so surrendered shall forthwith be canceled. In the event of held by a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Stockholder will be deemed deemed, from and after the Effective Time, for all corporate purposesto represent only the right to receive the Merger Consideration. If any Company Stock Certificate will have been lost, other than stolen or destroyed, Parent will require the payment owner of dividends such lost, stolen or other distributions as provided destroyed Company Stock Certificate to provide an appropriate affidavit and, in Section 1.07(c) and subject to Section 1.06(f)Parent’s discretion, to evidence deliver a bond as indemnity against any claim that may be made against Parent or the ownership of the number of full shares of Parent Common Stock, and cash in Surviving Corporation with respect of fractional shares, into which to such shares of the Company Common Stock shall have been so convertedCertificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate which represented Common Shares immediately prior to the Effective Time (the "Certificates") (i) a letter of transmittal (which shall specify specifying 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 (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent may shall reasonably specify)determine, and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares consideration described in Section 4.1 and 4.3(b). The Certificates so delivered shall be duly endorsed as the Exchange Agent may require. 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 Parent Common Stock. Upon Shares (other than Excluded Shares and Dissenting Shares) issued and outstanding at the Effective Time shall surrender of a Certificate for cancellation the Certificates representing such Common Shares to the Exchange Agent together with such the letter of transmittal, duly executed, transmittal and such other customary documents as may reasonably be required pursuant to by the Exchange Agent. Upon surrender of a Certificate, such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive consideration provided in accordance Section 4.1 or 4.3(b), as applicable, together with the Exchange Ratio all undelivered dividends or distributions in respect of the shares of Company such Common Stock formerly evidenced by such Certificate, Shares (Bwithout interest thereon) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c)4.5, and (C) cash in respect less any withholding of fractional shares Taxes as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")may be required by applicable Law, and the Certificate so surrendered shall forthwith be canceled. Subject to the second and third succeeding sentences, Parent shall not be obligated to deliver the consideration to which any former holder of Common Shares is entitled as a result of the Merger until such holder surrenders such holder's Certificates for exchange as provided in this Section 4.4. In the event of a transfer of ownership of shares of Company Common Stock which is Shares represented by Certificates that are not registered in the transfer records of the Company Company, the consideration provided in Section 4.1 or 4.3(b), as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional sharesapplicable, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing Certificates representing such shares of Parent Common Stock is presented Shares are delivered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant transfer. If payment of the Merger Consideration is to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior be made to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of dividends or the Merger Consideration to a Person other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence than the ownership registered holder of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares Certificate surrendered or shall have established to the satisfaction of the Company Common Stock Surviving Corporation that such tax either has been paid or is not applicable. If any Certificate shall have been so lost, stolen, mislaid or destroyed, upon receipt of (a) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (b) such bond, security or indemnity as Parent and the Exchange Agent may reasonably require, and (c) any other documents reasonably necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the Common Shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. Any other provision of this Agreement notwithstanding, neither Parent, the Surviving Corporation nor the Exchange Agent shall be liable to a holder of Common Shares for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Exchange Procedures. As soon as reasonably practicable either before or after the Effective Time, Parent HUBCO will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of LFB Common Stock (the "Certificates"), (i) a letter of transmittal (which is reasonably agreed to by HUBCO and LFB and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent HUBCO may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent HUBCO Common StockStock or cash. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent HUBCO Common Stock which such holder has the right to receive in respect of the shares of LFB Common Stock formerly evidenced by such Certificate in accordance with the Exchange Ratio Section 2.1, (B) cash to which such holder is entitled to receive in respect of the shares of Company LFB Common Stock formerly evidenced by such CertificateCertificate in accordance with Section 2.1, (BC) cash in lieu of fractional shares of HUBCO Common Stock to which such holder may be entitled pursuant to Section 2.2(e) and (D) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c2.2(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent HUBCO Common Stock Stock, dividends, distributions and cash beingdescribed in clauses (A), (B), (C) and (D) being collectively, the "Merger Consideration"), ) and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company LFB Common Stock which is not registered in the transfer records of LFB, a certificate evidencing the Company as proper number of the Effective Time, shares of Parent HUBCO Common Stock, dividends, distributions, and Stock and/or cash in respect of fractional shares, may be issued and and/or paid in accordance with this Article I II to a transferee if the Certificate evidencing such shares of Parent LFB Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), Time to evidence only the ownership right to receive upon such surrender the applicable type and amount of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedMerger Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (the "Certificates") that were converted (collectively, the "Converted Shares") into shares of Parent Common Stock pursuant to Section 3.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates any Certificate shall pass, only upon proper actual delivery of the Certificates such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), Agent) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by agreement of Parent and the Company), together with such a duly executed letter of transmittal, duly executed, transmittal and such other customary documents as may be required pursuant to such instructionsthe Exchange Agent shall require, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole shares of Parent Common Stock which that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledthis Article III. In the event of a transfer of ownership of shares of Company Common Stock which Converted Shares that is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock may be issued to the transferee if the Certificate representing such Converted Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until so surrenderedIf any Certificate shall have been lost, each outstanding stolen, mislaid or destroyed, then upon receipt of (x) an affidavit of that fact from the holder claiming such Certificate thatto be lost, prior to mislaid, stolen or destroyed, (y) such bond, security or indemnity, as Parent or the Effective TimeExchange Agent may reasonably require, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, (z) any other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), documentation necessary to evidence and effect the ownership of bona fide exchange thereof, the Exchange Agent shall issue to such holder a certificate representing the number of full shares of Parent Common StockStock into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a certificate representing shares of Parent Common Stock and cash in respect lieu of any fractional shares, into which such shares of the Company Parent Common Stock shall have been so convertedas contemplated by this Section 3.2.

Exchange Procedures. As soon as reasonably practicable after the Holdco Merger Effective Time, Parent will instruct the Exchange Agent to mail shall send or provide to each holder of record of Certificates shares of Momentive Common Stock immediately prior to the Effective Time whose shares were converted into common units of ▇▇▇▇▇ ▇▇ pursuant to Section 2.2(b), which common units remained outstanding as common units of Holdco following the Holdco Merger, and to each holder of record of Hexion Units immediately prior to the Effective Time whose units were converted into common units of Newco H1 pursuant to Section 2.1(b), which common units were converted into common units of Holdco following the Holdco Merger, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent Momentive and Hexion may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares uncertificated common units of Parent Common StockHoldco. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as the Exchange Agent may be required pursuant to such instructionsreasonably require, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number such uncertificated common units of whole shares of Parent Common Stock which Holdco as such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled Certificate surrendered pursuant to Section 1.07(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Momentive Common Stock which or Hexion Units that is not registered in the transfer records of the Company as Momentive or Hexion, respectively, uncertificated common units of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Holdco may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Momentive Common Stock or Hexion Units is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.6, each outstanding Certificate thatshall be deemed at any time after the Effective Time to represent only the common units of ▇▇▇▇▇ ▇▇ or ▇▇▇▇▇ ▇▇ into which the shares of Momentive Common Stock or Hexion Units, prior to as applicable, represented by such Certificate have been converted as provided in this Article II and, at any time after the Holdco Merger Effective Time, represented shares to represent only the common units of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedHoldco.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent GT will instruct the Exchange Transfer Agent to mail to each holder of record of Certificates shares of Company Common Stock and the Redeemable Preferred Stock which were converted into GT Common Stock and GT Preferred Stock, respectively, pursuant to Section 1.6 hereof (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Transfer Agent and shall be in such form and have such other provisions as Parent GT may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent GT Common Stock or GT Preferred Stock, as the case may be, cash in lieu of fractional shares in accordance with Section 1.6(f) and any dividends or distributions in accordance with Section 1.7(c). Upon surrender of a Certificate for cancellation to the Exchange Transfer Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent GT Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, or certificates evidencing that number of shares of GT Preferred Stock which such holder has the right to receive in accordance with Section 1.6(a)(ii) in respect of the Redeemable Preferred Stock formerly evidenced by such Certificate, as appropriate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f1.6(f) (the shares of Parent GT Common Stock and GT Preferred Stock and cash issued and paid pursuant to Sections 1.6 and 1.7(c) being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent GT Common Stock or GT Preferred Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock Shares is presented to the Exchange Transfer Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, Time represented shares of the Company Common Stock or the Redeemable Preferred Stock, will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)1.6(f) and other than Preferred Dissenting Shares, to evidence the ownership of the number of full shares of Parent GT Common Stock or GT Preferred Stock, as the case may be, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As Parent shall cause transmittal materials reasonably agreed upon by Parent and the Company prior to the Closing to be mailed as soon as reasonably practicable after the Effective Time, Parent will instruct Time by the Exchange Agent to mail to each holder of record as of Certificates the Effective Time of Company Shares (iother than Excluded Company Shares) a letter represented by Certificates. Such transmittal materials shall advise the holders of transmittal (which shall specify that delivery shall be effected, such Company Shares of the effectiveness of the Merger and risk of loss and title to the Certificates shall pass, only upon proper delivery of procedure for surrendering the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockAgent. Upon the surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof in accordance with Section 4.2(g)) to the Exchange Agent together in accordance with such letter the terms of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsthe transmittal materials, the holder of such the Certificate shall be entitled to receive in exchange therefor exchange, and in respect of, such Certificate (Ai) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (ii) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payable pursuant to Section 4.2(e) in lieu of fractional shares plus (B) any unpaid dividends or other distributions with respect to the Parent Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c4.2(c), and (C) cash and, in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash beingeach case, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Common Stock, dividends, distributions, together with a check for any cash to be paid upon due surrender of the Certificate and cash any other dividends or distributions in respect of fractional sharesthereof, may be issued and and/or paid in accordance with this Article I to such a transferee if the Certificate evidencing formerly representing such shares of Parent Common Stock Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.07(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, If any certificate for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common StockStock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, and cash in respect it shall be a condition of fractional shares, into which such exchange that the Person requesting such exchange shall pay any transfer or other Taxes required by reason of the issuance of certificates representing shares of the Company Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall have establish to the satisfaction of Parent or the Exchange Agent that such Tax has been so convertedpaid or is not applicable. For the purposes of this Agreement, the term "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail will send to each record holder of record a Certificate or holder of Certificates shares of Uncertificated Company Stock (other than Excluded Shares), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such a form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates or Uncertificated Company Stock in exchange for the certificates evidencing shares Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of Parent Company Common Stock. Upon Stock (other than Excluded Shares), (A) upon surrender of a Certificate for cancellation (or affidavit of lost, stolen or destroyed Certificate in lieu of a Certificate, as provided in Section 2.7) to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to by the Exchange Agent, (B) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock not held through Depository Trust Company (“DTC”), in accordance with the terms of the letter of transmittal and accompanying instructions (including such instructionsother documents as may reasonably be required by the Exchange Agent), or (C) upon the transfer of shares of Company Common Stock that are Uncertificated Company Stock held through DTC, including by delivery of an “agent’s message,” in accordance with DTC’s procedures and such other procedures as agreed by Parent, the Exchange Agent and DTC, each holder of such Certificate shares of Company Common Stock (other than Excluded Shares) shall be entitled to receive in exchange therefor therefor, and Parent and the Surviving Corporation shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, the amount of cash (A) certificates evidencing that including amounts to be paid pursuant to Section 1.7(a)(i)), into which the aggregate number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced previously represented by such Certificate, Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. (Bb) No interest will be paid or will accrue on any dividends or other distributions to which such holder is entitled cash payable pursuant to Section 1.07(c1.7(a)(i), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the . Any Certificate so that has been surrendered shall forthwith be canceled. cancelled by the Exchange Agent. (c) In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, a check in the proper amount of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional sharespursuant to Section 1.7(a)(i), may be issued and paid in accordance with this Article I respect to such Company Common Stock to such a transferee only if (i) in the case of Uncertificated Company Stock, written instructions authorizing the transfer of Uncertificated Company Stock are presented to the Exchange Agent and (ii) in the case of Certificates, the Certificate evidencing representing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by and in each case, together with all documents required to evidence and effect such transfer pursuant and to this Section 1.07(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct SB Merger shall cause the Exchange Agent to mail to each holder of record (as of Certificates the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding RxBazaar Shares whose shares were converted into the right to receive SB Merger Shares pursuant to this Agreement, and any dividends or other distributions pursuant to Section 1(j)(4), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent SB Merger may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stockrepresenting SB Merger Shares and any dividends or other distributions pursuant to Section 1(j)(4). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by SB Merger, together with such letter of transmittal, duly executed, completed and such other customary 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 (A) certificates evidencing that representing the number of whole shares of Parent Common Stock SB Merger Shares into which such holder has their RxBazaar Shares were converted at the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) Effective Time and any dividends or other distributions to which such holder is entitled payable pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"1(j)(4), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than subject to Section 1(j)(4) as to the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)dividends, to evidence only the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, SB Merger Shares into which such shares of the Company Common Stock RxBazaar Shares shall have been so convertedconverted and any dividends or distributions payable pursuant to Section 1(j)(4).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Certificates Shares at the Effective Time (other than holders of Excluded Shares) (i) a letter of transmittal (which shall specify specifying that delivery of the Share Certificates shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon proper delivery of the Share Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent may and the Company shall reasonably specify)agree, and (ii) instructions to effect for use in effecting the surrender of the Share Certificates in exchange for the (A) certificates evidencing representing shares of Parent Common StockStock and (B) any unpaid dividends and other distributions and cash in lieu of fractional shares to be paid pursuant to this Agreement (such instructions shall include instructions for the payment of the Merger Consideration, cash in lieu of fractional shares, and dividends or other distributions to a Person other than the Person in whose name the surrendered Share Certificate is registered on the transfer books of the Company). Upon Subject to Section 4.2(g), upon proper surrender of a Share Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange therefor (Ax) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Section 4, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to the provisions of this Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")4, and the Share Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Share Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Common Stock, dividends, distributions, together with a check for any cash to be paid upon due surrender of the Share Certificate and cash any other dividends or distributions in respect of fractional sharesthereof, may be issued and and/or paid in accordance with this Article I to such a transferee if the Share Certificate evidencing formerly representing such shares of Parent Common Stock Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedtransfer.

Exchange Procedures. As Parent shall cause transmittal materials reasonably agreed upon by Parent and the Company prior to the Closing to be mailed as soon as reasonably practicable after the Effective Time, Parent will instruct Time by the Exchange Agent to mail to each holder of record as of Certificates the Effective Time of Company Shares (iother than Excluded Company Shares) a letter represented by Certificates. Such transmittal materials shall advise the holders of transmittal (which shall specify that delivery shall be effected, such Company Shares of the effectiveness of the Merger and risk of loss and title to the Certificates shall pass, only upon proper delivery of procedure for surrendering the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockAgent. Upon the surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof in accordance with Section 4.2(g)) to the Exchange Agent together in accordance with such letter the terms of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsthe transmittal materials, the holder of such the Certificate shall be entitled to receive in exchange therefor exchange, and in respect of, such Certificate (Ai) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which that such holder is entitled to receive pursuant to this Article IV, (ii) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash payable pursuant to Section 4.2(e) in lieu of fractional shares plus (B) any unpaid dividends or other distributions with respect to the Parent Common Stock that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c4.2(c), and (C) cash and, in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash beingeach case, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock which Shares that is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Common Stock, dividends, distributions, together with a check for any cash to be paid upon due surrender of the Certificate and cash any other dividends or distributions in respect of fractional sharesthereof, may be issued and and/or paid in accordance with this Article I to such a transferee if the Certificate evidencing formerly representing such shares of Parent Common Stock Company Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant and to this Section 1.07(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, If any certificate for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common StockStock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, and cash in respect it shall be a condition of fractional shares, into which such exchange that the Person requesting such exchange shall pay any transfer or other Taxes required by reason of the issuance of certificates representing shares of the Company Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall have establish to the satisfaction of Parent or the Exchange Agent that such Tax has been so convertedpaid or is not applicable.

Exchange Procedures. As Parent shall use commercially reasonable efforts to cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective TimeTime of the Merger, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates immediately prior to the Effective Time of the Merger whose shares were converted pursuant to Section 2.01(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for for, at the election of such holder, either (A) certificates evidencing representing all of the shares of Parent Common StockStock issuable immediately to such holder or (B) certificates representing half of the shares of Parent Common Stock issuable immediately to such holder, with certificates representing the remaining half of the shares of Parent Common Stock issuable to such holder and the CVPs to be issued or paid, as the case may be, on or prior to the Maturity Date. The Letter of Transmittal shall also include instructions for former holders of Certificates who elect to receive Per Share Merger Consideration in accordance with Section 2.01(b)(ii) to specify the time of issuance of Parent Common Stock pursuant to Section 2.01(b)(ii)(B). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate Certificate, in accordance with its election, shall be entitled to receive in exchange therefor either (Ax) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of Company Common Stock formerly evidenced then held by such Certificate, (Bholder) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect lieu of any fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock as contemplated by Section 2.02(e) (such certificate and cash beingin lieu of any fractional shares to be issued and paid immediately) or (y) (A) a certificate representing half of that number of whole shares of Parent Common Stock which such holder has a right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II (after taking into account all shares of Company Common Stock then held by such holder) and cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.02(e), collectively, (B) a certificate representing the "Merger Consideration")remaining whole shares of Parent Common Stock which such holder has a right to receive (such certificate to be issued at the time or times specified by such holder) and (C) a CVP, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate representing the proper number of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior to shall be deemed at any time after the Effective Time, represented Time of the Merger to represent only the Parent Common Stock and CVPs into which the shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions represented by such Certificate have been converted as provided in Section 1.07(c) this Article II and subject the right to Section 1.06(f), to evidence the ownership receive upon such surrender cash in lieu of the number of full any fractional shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedas contemplated by this Section 2.02.

Exchange Procedures. A. At least one Business Day prior to the Effective Time, Business First shall deposit with Computershare, Inc. (the “Exchange Agent”), for the benefit of the holders of Certificates (as defined below), for exchange in accordance with this Section 2.07, an amount of cash equal to the Per Share Consideration multiplied by the number of shares of MBI Stock issued and outstanding immediately prior to the Effective Time (which is hereinafter referred to as the “Exchange Fund”). B. As soon as reasonably practicable after the Effective Time, Parent will instruct and in no event more than five (5) business days after the Effective Time, the Exchange Agent to will mail to each record holder of record MBI Stock, other than to holders of Certificates (i) Dissenting Shares, a letter of transmittal that will (which shall i) specify that delivery shall will be effected, and risk of loss and title to the Certificates shall MBI Stock will pass, only upon proper delivery of the Certificates stock certificates (the “Certificates”) for certificated shares of MBI Stock to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify)Agent, and (ii) include instructions for use in surrendering uncertificated shares of MBI Stock and the Certificate(s) with respect to effect the surrender certificated shares of the Certificates MBI Stock in exchange for the certificates evidencing shares consideration to which the holder is entitled, and (iii) include such other reasonable provisions consistent with the terms hereof as the Exchange Agent may specify. The letter of Parent Common Stocktransmittal shall be subject to the approval of MBI (which shall not be unreasonably withheld, delayed or conditioned) prior to its mailing to each holder of a Certificate. Upon surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly completed and executed, and such other customary documents as Business First may be required pursuant to such instructionsreasonably require, the holder of such Certificate shall will be entitled to receive the consideration described in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock Section 2.01 to which such holder has they are entitled. The Exchange Agent will cancel the right to receive Certificates surrendered in accordance with this Section 2.07. C. No interest will be paid or will accrue to the holders of the Certificate(s) with respect to the consideration to which the holder may be entitled. Notwithstanding anything herein to the contrary, none of Business First, Business First Bank, MBI, or the Exchange Ratio Agent will be liable to any former holder of MBI Stock with respect to any amount delivered in good faith to a public official in accordance with any applicable abandoned property, escheat or similar laws. D. If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Business First, the posting by such Person of a bond in such reasonable amount as Business First may determine is necessary as indemnity against any claim that may be made against it with respect of the shares of Company Common Stock formerly evidenced by to such Certificate, (B) any dividends Business First will deliver in exchange for the lost, stolen or other distributions destroyed Certificate the consideration due to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the Person under this Agreement. E. Any shares of Parent Common MBI Stock and cash beingheld directly or indirectly by MBI immediately prior to the Effective Time (other than shares held in a fiduciary or agency capacity or in connection with debts previously contracted) shall, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of at the Effective Time, shares of Parent Common Stock, dividends, distributionscease to exist, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing certificates for such shares shall be canceled as promptly as practicable thereafter, and no payment or distribution shall be made in consideration therefor. F. Any portion of Parent Common Stock is presented the Exchange Fund that remains unclaimed by the shareholders of MBI as of the one (1) year anniversary of the Effective Time may, to the Exchange Agentextent permitted by Legal Requirements, accompanied by all documents required be returned to evidence and effect Business First. In such transfer pursuant event, any former shareholders of MBI who have not theretofore complied with Section 2.07 shall thereafter look only to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior Business First with respect to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedPer Share Consideration without any interest thereon.

Exchange Procedures. As soon as reasonably practicable after On the Closing Date, (i) each holder ------------------- of record of a certificate or certificates (collectively, the "Company Stock ------------- Certificates") that immediately prior to the Effective TimeTime represented ------------ outstanding shares of Company Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock and cash pursuant to Section 1.6(a), Parent will instruct deliver to the Exchange Agent to mail to each holder of record of Certificates (ithe Company Stock Certificate(s) for cancellation, together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be an executed stock power in such form and have such other provisions as Parent may reasonably specify)blank, and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with will deliver to each such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (Arecord of the Company Stock Certificate(s) certificates evidencing that a certificate representing the number of whole shares of Parent Common Stock which such holder has (rounded to the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(cnearest whole share), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (less the shares amount of Parent Common Stock deposited into the Escrow Fund on such holder's behalf pursuant to Section 1.7(b) and Article VII hereof, plus the cash being, collectively, portion of the "Merger Consideration"Consideration Per Share in accordance with Section 1.6(a)(ii), and the Certificate Company Stock Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Company Stock Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, Stock (rounded to the nearest whole share) into which such shares of the Company Common Capital Stock shall have been so convertedconverted (minus the shares of Parent Common Stock subtracted and deposited into the Escrow Fund) and the right to receive an amount in cash as provided in Section 1.6(a)(ii) hereof. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be deposited with the Escrow Agent (as defined in Article VII) the sum of the Escrow Amount, which amount shall be available to compensate Parent as provided in Article VII.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will instruct shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for certificates (or book entries in the certificates evidencing case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, completed and such other customary 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 a certificate (Aor book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) certificates evidencing that representing the number of whole shares of Parent Common Stock Stock, and the amount in cash in lieu of any fractional shares of Parent Common Stock, if any, which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")1.6, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)dividends, to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, Stock into which such shares of the Company Common Stock shall have been so convertedconverted and the right to receive the amount in cash in lieu of any fractional shares of Parent Common Stock, if any, in accordance with Section 1.6.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, and in no event more than three (3) business days thereafter, Parent will instruct the Exchange Agent to shall mail to each holder of record (as of Certificates the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Preferred Stock pursuant to Section 1.6: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Parent and shall be in such form and have contain such other customary provisions as Parent may reasonably specify), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common StockSeries A Preferred Stock and any dividends or other distributions pursuant to Section 1.7(d), and (iii) an investment representation letter containing such warranties, representations and agreements by holder as set forth in Section 1.12. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and investment representation letter, duly executed, completed and such other customary 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 (A) certificates evidencing that representing the number of whole shares of Parent Common Series A Preferred Stock into which such holder has the right to receive in accordance with the Exchange Ratio in respect of the their shares of Company Common Stock formerly evidenced by such Certificate, (B) were converted into the right to receive at the Effective Time and any dividends or other distributions to which such holder is entitled payable pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence only the ownership of right to receive the applicable number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Series A Preferred Stock (or Common Stock shall have been so convertedissuable upon conversion of Series A Preferred Stock) issuable pursuant to Section 1.6.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective TimeTime (but in no event later than five (5) Business Days thereafter), Parent will instruct Cousins shall cause the Exchange Agent to mail (and to make available for collection by hand): (A) to each holder of record of one or more Parkway Certificates or Parkway Limited Voting Certificates as of immediately prior to the Effective Time, (i1) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Parkway Certificates or Parkway Limited Voting Certificates, as the case may be, shall pass, pass only upon proper delivery of the Parkway Certificates or Parkway Limited Voting Certificates, as the case may be Table of Contents (or affidavits of loss in lieu thereof), to the Exchange Agent Agent, and which Letter of Transmittal shall be in such form and have such other provisions as Parent Cousins may reasonably specify), and (ii2) instructions to effect for use in effecting the surrender of the Parkway Certificates or Parkway Limited Voting Certificates, as the case may be, in exchange for certificates or, at Cousins’s option, evidence of shares in book-entry form representing the certificates evidencing shares of Parent Cousins Common Stock or Cousins Limited Voting Preferred Stock, as the case may be, issuable pursuant to Section 2.1, together with, in the case of Cousins Common Stock. , any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Cousins Common Stock pursuant to and in accordance with Section 2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Cousins Common Stock pursuant to and in accordance with Section 2.2(e); and (B) to each holder of one or more Scheduled Parkway RSU Awards, a certificate or, at Cousins’s option, evidence of shares in book-entry form representing the shares of Cousins Common Stock issuable pursuant to Section 2.3(c), together with any cash such holder is entitled to receive in lieu of fractional shares of Cousins Common Stock pursuant to and in accordance with Section 2.2(e). (ii) Upon surrender of a Parkway Certificate or Parkway Limited Voting Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent Agent, together with such letter a Letter of transmittal, Transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Parkway Certificate or Parkway Limited Voting Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole the shares of Parent Cousins Common Stock which or Cousins Limited Voting Preferred Stock, as applicable, formerly represented by such Parkway Certificate or Parkway Limited Voting Certificate pursuant to the provisions of this Article II, plus any amounts that such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions on shares of Cousins Common Stock pursuant to which and in accordance with Section 2.2(c) and any cash such holder is entitled pursuant to Section 1.07(c), and (C) cash receive in respect lieu of fractional shares as provided in Section 1.06(f) (the shares of Parent Cousins Common Stock that such holder has the right to receive pursuant to and cash beingin accordance with Section 2.2(e), collectivelyto be mailed, made available for collection by hand or delivered by wire transfer, within five (5) Business Days following the "Merger Consideration"later to occur of (A) the Effective Time or (B) the Exchange Agent’s receipt of such Parkway Certificate or Parkway Limited Voting Certificate (or affidavit of loss in lieu thereof), and the Parkway Certificate or Parkway Limited Voting Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled. The Exchange Agent shall accept such Parkway Certificates and Parkway Limited Voting Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be canceleddeemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the consideration as expressly set forth in this Article II. (iii) As promptly as practicable following the Effective Time (but in no event later than five (5) Business Days thereafter), Cousins shall cause the Exchange Agent: (A) to issue to each holder of Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares as of immediately prior to the Effective Time that number of uncertificated whole shares of Cousins Common Stock or Cousins Limited Voting Preferred Stock, as applicable, that such holder is entitled to receive in respect of such Parkway Book-Entry Shares or Parkway Limited Voting Book-Entry Shares pursuant to this Article II, in each case, automatically without any action on the part of such holder or delivery of any certificate, Letter of Transmittal or other evidence to the Exchange Agent, and such Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares shall then be cancelled; and (B) subject to Section 2.5(f), to issue and deliver to each holder of Parkway Book-Entry Shares a check or wire transfer any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Cousins Common Stock pursuant to and in accordance with Section 2.2(c) and any cash such holder is entitled to receive in lieu of fractional shares of Cousins Common Stock that such holder has the right to receive pursuant to and in accordance with Section 2.2(e). Table of Contents (iv) In the event of a transfer of ownership of shares of Company Parkway Common Stock which or Parkway Limited Voting Stock that is not registered in the transfer records of Parkway, it shall be a condition of payment that any Parkway Certificate and/or Parkway Limited Voting Stock Certificate surrendered in accordance with the Company as procedures set forth in this Section 2.2 shall be properly endorsed or shall be otherwise in proper form for transfer, or any Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares shall be properly transferred, and that the Person requesting such payment shall have paid any Transfer Taxes and other Taxes required by reason of the Effective Timepayment of the consideration to a Person other than the registered holder of the Parkway Certificate and/or Parkway Limited Voting Stock Certificate surrendered or Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares properly transferred, shares or shall have established to the satisfaction of Parent Common Stock, dividends, distributions, Cousins that such Tax either has been paid or is not applicable. No interest shall be paid or accrued for the benefit of (A) holders of the Parkway Certificate and/or Parkway Limited Voting Certificates on the consideration otherwise payable upon the surrender of the Parkway Certificate and cash Parkway Limited Voting Certificates pursuant to this Article II or (B) Parkway Book-Entry Shares and/or Parkway Limited Voting Book-Entry Shares on the consideration otherwise payable in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so convertedArticle II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will, or will instruct the Exchange Agent to cause Parent’s transfer agent to, mail to each holder the record holders of record of the Company Stock Certificates (as defined in Section 1.9 below) (i) a letter of transmittal and instructions (which shall specify specify, among other things, that (x) the delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange Agent Parent’s transfer agent and (y) which shall otherwise be in such customary form and have contain such other provisions as Parent the Company may reasonably specify)) (“Letter of Transmittal”) for use in the exchange of such holder’s Company Stock Certificates for the applicable portion of the Merger Consideration, and (ii) instructions to effect for use in effecting the surrender of the Company Stock Certificates in exchange for the certificates evidencing non-certificated shares of Parent Common StockSuper Voting Stock represented by book-entry issuable pursuant to Section 1.6(a). Upon surrender of a Company Stock Certificate to Parent or Parent’s transfer agent (as the case may be) for cancellation to exchange in accordance with the Exchange Agent instructions set forth in the Letter of Transmittal, together with such letter a duly executed Letter of transmittal, duly executed, Transmittal and such other customary documents as may be reasonably required pursuant to such instructionsby Parent or Parent’s transfer agent (as the case may be), (A) the holder of such Company Stock Certificate shall will be entitled to receive in exchange therefor (A) certificates evidencing that non-certificated shares of Parent Super Voting Stock represented by book-entry equal to the number of whole shares of Parent Common Super Voting Stock which that such holder has the right to receive in accordance with pursuant to the Exchange Ratio in respect provisions of the shares of Company Common Stock formerly evidenced by such CertificateSection 1.6(a), (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), the Company Stock Certificate so surrendered will be canceled and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the Parent will instruct Parent’s transfer agent to issue non-certificated shares of Parent Common Super Voting Stock and cash being, collectively, the "Merger Consideration"represented by book- entry issuable pursuant to Section 1.6(a). Until surrendered as contemplated by this Section 1.8(a), and the each Company Stock Certificate so surrendered shall forthwith be canceled. In the event of held by a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Stockholder will be deemed deemed, from and after the Effective Time, for all corporate purposesto represent only the right to receive the Merger Consideration. If any Company Stock Certificate will have been lost, other than stolen or destroyed, Parent or Parent’s transfer agent (as the payment case may be) will require the owner of dividends such lost, stolen or other distributions destroyed Company Stock Certificate to provide an appropriate affidavit and, in Parent’s or Parent’s transfer agent’s discretion (as provided in Section 1.07(c) and subject to Section 1.06(fthe case may be), to evidence deliver a bond as indemnity against any claim that may be made against Parent or the ownership of the number of full shares of Parent Common Stock, and cash in Surviving Corporation with respect of fractional shares, into which to such shares of the Company Common Stock shall have been so convertedCertificate.

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective Time, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of EFTC Common Stock (collectively, the "Certificates") whose shares were converted pursuant to Section 2.1 into the ------------ right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent EFTC and TBF II may reasonably specify), ) and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Common StockStock (plus cash in lieu of fractional shares, if any, of Parent Common Stock as provided below). As soon as practicable after the Effective Time, Parent will cause the Exchange Agent to issue a certificate to TBF III for the shares of Parent Common Stock issuable in conversion of the TBF II Units pursuant to Section 2.2. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a certificate representing that number of whole shares of Parent Common Stock, the amount of any cash payable in lieu of fractional shares of Parent Common Stock and an amount equal to certain dividends and other distributions which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect the provisions of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")this Article II, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of shares of Company EFTC Common Stock prior to the Effective Time which is not registered in the transfer records of EFTC a certificate representing the Company as number of the Effective Time, shares of Parent Common Stock, dividends, distributions, Stock issuable and cash any amounts payable in respect of fractional shares, accordance with this Agreement may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent EFTC Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, Parent will instruct Heinz shall cause the Exchange Agent to mail to each holder of record of Certificates a Certificate whose shares were converted pursuant to Section 2.01(a) into the right to receive the Merger Consideration (i) a letter of transmittal in customary form as reasonably agreed by the parties which (which A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and (B) shall be in such form and have such other provisions as Parent Heinz and Kraft may reasonably specify), specify and (ii) instructions to effect for effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common StockMerger Consideration. Upon proper surrender of a Certificate for cancellation to the Exchange Agent Agent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing a physical certificate or uncertificated book-entry representing that number of whole shares of Parent Heinz Common Stock which that such holder has the right to receive in accordance with respect of the Exchange Ratio aggregate number of shares of Kraft Common Stock previously represented by such Certificate pursuant to Section 2.01 and a check representing cash in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) Special Dividend and any other dividends or other distributions that the holder has the right to which such holder is entitled receive pursuant to Section 1.07(c), and (C2.02(c) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration")such Certificate, and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of shares of Company Kraft Common Stock which that is not registered in the transfer records of Kraft, a physical certificate or uncertificated book-entry representing the Company as proper number of the Effective Time, shares of Parent Heinz Common Stock, dividends, distributions, Stock pursuant to Section 2.01 and a check representing cash in respect of fractional shares, the Special Dividend and any other dividends or distributions that the holder has the right to receive pursuant to Section 2.02(c) may be issued and paid in accordance with this Article I delivered to a transferee if the Certificate evidencing representing such shares of Parent Kraft Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes Taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.02, each outstanding Certificate that, prior shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder of such Certificate has the right to receive in respect of such Certificate pursuant to Section 2.01 (together with the Special Dividend and any other cash in respect of any dividends or distributions that the holder has the right to receive pursuant to Section 2.02(c) in respect of such Certificate). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate. (ii) Notwithstanding anything to the Effective Timecontrary in this Agreement, represented any holder of a Book-Entry shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.01(a), the Special Dividend and any other cash in respect of any dividends or distributions that such holders have the right to receive pursuant to Section 2.02(c) in respect of such Book-Entry. In lieu thereof, each holder of record of one or more Book-Entry whose shares were converted into the right to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.01(a) and the Special Dividend and any other cash in respect of Company Common Stock will any dividends or distributions that such holders have the right to receive pursuant to Section 2.02(c) in respect of such Book-Entry shall upon receipt by the Exchange Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request), be deemed from entitled to receive, and Heinz shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject Merger Consideration that such holder is entitled to receive pursuant to Section 1.06(f2.01(a), to evidence the ownership of the number of full shares of Parent Common Stock, Special Dividend and any other cash in respect of fractional sharesany dividends or distributions that such holders have the right to receive pursuant to Section 2.02(c) in respect of such Book-Entry, into which and the Book-Entry of such shares of the Company Common Stock holder shall have been so convertedforthwith be cancelled.

Exchange Procedures. As soon as reasonably practicable (a) Promptly after the Effective Time, Parent will instruct Buyer shall make available to Buyer's transfer agent or another exchange agent selected by Buyer (the "Exchange Agent") for exchange in accordance with this Section 4.1 the shares of Buyer Common Stock issuable as Stock Consideration, pursuant to this Agreement and cash in an amount sufficient to permit payment of the Cash Consideration, the total Option Settlement Payments and cash in lieu of fractional shares pursuant to Section 3.5. Promptly after the Effective Time, Buyer and Seller shall cause the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which represented shares of Seller Common Stock immediately prior to the Effective Time (ithe "Certificates") a letter of appropriate transmittal materials and instructions (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 Seller Common Stock so delivered shall be in such form and have such other provisions duly endorsed as Parent may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceledrequire. In the event of a transfer of ownership of shares of Company Seller Common Stock which represented by Certificates that is not registered in the transfer records of Seller, the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash consideration provided in respect of fractional shares, Section 3.1 may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing Certificates representing such shares of Parent Common Stock is presented are delivered to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.been

Exchange Procedures. As soon as reasonably practicable after At the Effective TimeClosing or within ten (10) days thereafter, Parent will instruct the Exchange Agent to shall mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Tsunami Capital Stock (each a "Certificate," and collectively, the "Certificates") whose shares were converted pursuant to Section 2.2 into the right to receive shares of Stratos Common Stock: (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Stratos and Tsunami may reasonably specify), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Stratos Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Stratos, together with such a duly executed letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that a certificate representing the number of whole shares of Parent Stratos Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.2(c) and cash in lieu of fractional shares in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"2.3(e), and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of shares of Company Common Tsunami Capital Stock which is not registered in the transfer records of Tsunami, a certificate representing the Company as of the Effective Time, shares of Parent Stratos Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock to which the holder is entitled may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing representing such shares of Parent Common Tsunami Capital Stock is presented to the Exchange Agent, Agent accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.3, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and at any time after the Effective Time, for all corporate purposes, other than Time to represent only the payment of dividends or other distributions as provided in Section 1.07(c) and subject right to Section 1.06(f), to evidence receive upon such surrender the ownership of the number of full certificates representing shares of Parent Stratos Common Stock, Stock and cash in respect lieu of any fractional shares, into which such shares of the Company Stratos Common Stock shall have been so convertedas contemplated by this Section 2.3.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent will instruct the Exchange Agent Surviving Corporation shall cause to mail be delivered to each holder of record of Certificates a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Target Common Stock, whose shares were converted into the right to receive shares of Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify), and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing representing shares of Parent Acquiror Common StockStock (and cash in lieu of fractional shares) and (iii) such other 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 Acquiror, together with such letter of transmittaltransmittal and other documents, duly executed, completed and such other customary 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 (A) certificates evidencing that a certificate representing the number of whole shares of Parent Acquiror Common Stock which such holder has less the right to receive in accordance with the Exchange Ratio in respect number of the shares of Company Acquiror Common Stock formerly evidenced by to be deposited in the Escrow Fund on such Certificateholder's behalf pursuant to Sections 1.7(i) and 9 hereof, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.07(c1.7(d), and (C) cash (without interest) in respect of fractional shares as provided in Section 1.06(f1.6(f) (the shares of Parent Common Stock and cash being, collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Parent Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f)dividends, to evidence the ownership of the number of full shares of Parent Acquiror Common Stock, and cash in respect of fractional shares, Stock into which such shares of the Company Common Target Capital Stock shall have been so convertedconverted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each holder of record of Certificates a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (other than Dissenting Shares) (the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify), ) and (ii) instructions to effect for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) certificates evidencing that number of whole shares of Parent Common Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of the shares of Company Common Stock formerly evidenced by such CertificateCertificate in accordance with Section 2.01, less that holder's pro rata portion of the shares (rounded to the nearest whole share) to be held in escrow pursuant to Sections 5.05 and 8.06 hereof and (B) any dividends or other distributions cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.07(c), and (C) cash in respect of fractional shares as provided in Section 1.06(f2.02(e) (the such shares of Parent Common Stock and cash beingcash, if any, being collectively, the "Merger Consideration"), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as Company, a certificate evidencing the proper number of the Effective Time, shares of Parent Common Stock, dividends, distributions, and cash in respect of fractional shares, Stock may be issued and paid in accordance with this Article I II to a transferee if the Certificate evidencing such shares of Parent Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends or other distributions as provided in Section 1.07(c) and subject to Section 1.06(f), to evidence the ownership of the number of full shares of Parent Common Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted.surrendered as