Common use of Exchange Procedures Clause in Contracts

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Xxxxxxxx.xxx Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration shares of Phone Common Stock pursuant to Section 2.012.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Phone may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Phone Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPhone, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Phone Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Xxxxxxxx.xxx Common Stock that which is not registered in the transfer records of the CompanyXxxxxxxx.xxx, a certificate representing the appropriate proper number of shares of Parent Phone Common Stock 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 payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Phone Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Phone that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or shall accrue on any cash payable upon surrender in lieu of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights fractional shares of ownership with respect to the Parent Phone Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoStock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.012.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock (together with cash in lieu of fractional sharespreviously represented by such Certificate shall have been converted pursuant to Section 2.01(c) that such holder has into the right to receive pursuant to the provisions of this Article IIreceive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by this such Certificate have been converted pursuant to Section 2.022.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the amount of cash which the number of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has Certificate shall have been converted into the right to receive pursuant to the provisions of this Article IISection 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to this Section 2.02Article II. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") Certificates that immediately prior to before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.012.01(c) (Conversion of Company Common Stock), (i) a 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional sharesx) that such holder has the right to receive Merger Consideration pursuant to the provisions Section 2.01(c) (Conversion of this Article IICompany Common Stock) and (y) any dividends or other distributions payable pursuant to Section 2.02(i), if applicable, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of payment may be made and shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax Tax has been paid or is not applicable. Until Subject to the last sentence of Section 2.02(c) (No Further Ownership Rights in Company Common Stock), until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender (x) the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by this such Certificate have been converted pursuant to Section 2.022.01(c) (Conversion of Company Common Stock) and (y) any dividends or other distributions payable pursuant to Section 2.02(i), if applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), whose shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 2.01Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate one or more Certificates for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and Parent, which agents shall be reasonably acceptable satisfactory to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration for each share of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that formerly represented by such holder has the right to receive pursuant to the provisions of this Article IICertificate, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In Except as required by law, no interest shall be paid on the event Merger Consideration payable upon surrender of a transfer of ownership of Company Common Stock that is not registered in the transfer records any Certificate. If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Offerors shall cause the Paying Agent shall to mail to each holder of record (other than the Offerors) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into (the right to receive Merger Consideration pursuant to Section 2.01"Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent the Offerors may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyOfferors, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IItherefor, and the Paying Agent shall pay, the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate, and such Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person other than the person in whose name the surrendered Certificate so surrendered is registeredregistered on the stock transfer books of the Company, if such Certificate it shall be a condition of payment to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any have paid all transfer or and other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate thereof or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.023.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares theretofore represented by this such Certificate shall have been converted pursuant to Section 2.023.01(a). No interest shall will be paid or will accrue on any the cash payable upon the surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and in any event within five Business Days following the Closing Date, the Exchange Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates held by such person shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent Paying Agent, and shall be in such a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) equal to the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article IISection 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records books of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration in exchange therefor may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or shall accrue on any the cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Surviving Corporation shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding of a certificate formerly representing shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (a “Certificate”) (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such customary form and have such other provisions as Parent may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required requested by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) the Merger Consideration that such holder has the right is entitled to receive pursuant to the provisions of this Article II3, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if the Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued to such a person other than the person in whose name transferee if the Certificate so surrendered formerly representing such Company Common Stock is registeredpresented to the Paying Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock such payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent and the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by For the purposes of this Section 2.02Agreement, each Certificate the term “Person” shall be deemed at mean any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid individual, corporation (including not-for-profit corporations), general or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunderlimited partnership, except that it shall receive and hold all dividends limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other distributions paid entity or distributed with respect thereto for group (as defined in Section 13(d)(3) of the account of persons entitled theretoExchange Act).

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

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.011.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Paying Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIMerger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if (i) such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, (ii) the Person requesting such payment has posted a bond in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against them with respect to such Certificate (which requirement may be waived by Parent, in its sole discretion, upon receipt of an opinion of counsel in form and substance satisfactory to Parent) and (iii) the person Person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by pursuant to this Section 2.021.8(c), each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock (other than Certificates representing Dissenting Shares) will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Consideration. Notwithstanding any other provision of this Section 2.02. No Agreement, no interest shall will be paid or will accrue on any the cash payable in respect of the Merger Consideration upon the surrender of any Certificate. The Exchange Parent or the Paying Agent shall not be entitled to vote deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or exercise any rights of ownership the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code or under any provisions of state, local or foreign tax Law. To the extent that amounts are so withheld by Parent Common Stock held or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made by it from time to time hereunder, except that it shall receive and hold all dividends Parent or other distributions paid or distributed with respect thereto for the account of persons entitled theretoPaying Agent.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent or the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that Book-Entry Shares which immediately prior to the Effective Time represented outstanding shares of Company Seller Common Stock whose shares were converted pursuant to Section 3.1(c) into the right to receive the Merger Consideration pursuant to Section 2.01Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.2(h) hereof) or Book-Entry Shares to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and Seller may mutually agree or the Paying Agent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, transmittal duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor a certificate representing that number cash equal to the Merger Consideration payable in respect of whole the shares of Parent Seller Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has the right to receive pursuant to the provisions of this Article IICertificate or such Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Seller Common Stock that which is not registered in the transfer records of the CompanySeller, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer such Book-Entry Share is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.023.2, each Certificate or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender the Merger Consideration as contemplated by this Section 2.02Consideration. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote Certificate or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoBook-Entry Share.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, and to the extent not previously distributed in connection with the Distribution, ITC shall cause the Exchange Agent shall to mail to each any holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company TransCo Common Stock Units whose shares TransCo Common Units were converted into the right to receive a portion of the Merger Consideration pursuant to Section 2.01, 1.09(a); (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 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 (iib) instructions for use in effecting the surrender exchange of the Certificates in exchange any TransCo Common Units for Merger Consideration. Upon surrender of a Certificate for cancelation delivery to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to of the Company, together with such letter of transmittal, duly executed, executed and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate TransCo Common Units shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent ITC Common Stock (together with cash in lieu of fractional sharesafter taking into account all TransCo Common Units exchanged by such holder) that such holder has the right to receive pursuant to the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event payment by cash or check in lieu of a transfer fractional shares of ownership of Company ITC Common Stock that which such holder is not entitled to receive pursuant to Section 1.13 and any dividends or other distributions payable pursuant to Section 1.14. If any portion of the Merger Consideration is to be registered in the transfer records name of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered applicable TransCo Common Units is registered, if such Certificate it shall be properly endorsed or otherwise a condition to the registration thereof that the applicable TransCo Common Units to be exchanged be in proper form for transfer and that the person requesting such payment shall delivery of the applicable portion of the Merger Consideration pay any transfer or other taxes required by such and all transfer and by reason other similar Taxes required to be paid as a result of such registration in the issuance name of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate TransCo Common Units or establish to the satisfaction of Parent the Exchange Agent that such tax has Taxes have been paid or is are not applicablepayable. Until surrendered exchanged as contemplated by this Section 2.021.11, each Certificate any TransCo Common Units shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender exchange the applicable portion of the Merger Consideration as contemplated by this Section 2.021.11 and any amounts to be paid pursuant to Section 1.13. No interest shall be paid or accrue on the Merger Consideration or any cash payable upon surrender exchange of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent TransCo Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoUnits.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and Target may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash into which the shares of Parent Common Stock (together with cash in lieu of fractional shares) that formerly represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of this Article IISection 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Target Common Stock that which is not registered in the transfer records of the CompanyTarget, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by to be issued in consideration therefor upon surrender of such Certificate in accordance with this Section 2.02. No interest shall be paid or will accrue on any the cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquiror shall use its reasonable efforts to cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that of Company Preferred Stock or Company Common Stock which immediately prior to the Effective Time represented outstanding shares of Company Preferred Stock or Company Common Stock whose shares were converted into (the right to receive Merger Consideration pursuant to Section 2.01, "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 which shall be in such form and have such other provisions as Parent may reasonably specifycustomary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as the case may be. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to Agent, as specified in such other agent or agents as may be appointed by Parent and reasonably acceptable to the Companyletter of transmittal, together with such letter of transmittal, duly executed, and such other documents Documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor a certificate representing that number of whole shares of Parent therefor, as applicable, the Common Stock (together with cash in lieu of fractional shares) that Merger Consideration or the Preferred Stock Merger Consideration which such holder has the right to receive in respect of such Certificate together with any dividends or other distributions to which such holder is entitled pursuant to the provisions Section 2.02(c) and cash in lieu of this Article II, and the Certificate fractional shares of Acquiror Series A Preferred Stock or XM Class A Stock to which such holder is entitled pursuant to Section 2.02(e). The Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Preferred Stock or Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent proper Common Stock Merger Consideration or the proper Preferred Stock Merger Consideration, as the case may be, may be issued and the proper amount of cash may be paid pursuant hereto to a person other than transferee if the person in whose name the Certificate so surrendered is registeredCertificates representing such shares of Company Preferred Stock or Company Common Stock, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, are presented to the Exchange Agent, accompanied by all Documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as contemplated by this the case may be, together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.022.02(c) and cash in lieu of any fractional shares of Acquiror Series A Preferred Stock or XM Class A Stock to which such holder is entitled pursuant to Section 2.02(e). No interest shall will be paid or will accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled pursuant to vote Section 2.01(b)(i)(B), Section 2.02(c) or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoSection 2.02(e).

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Purchaser shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates Public Shares (the "Certificates"other than any Dissenting Shares) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, if any, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent and which shall otherwise be in such customary form reasonably satisfactory to the Company and have such other provisions as Parent may reasonably specifyPurchaser) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for Merger the Share Exchange Consideration. Upon Each holder of record of Public Shares shall, (x) upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to of any such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, or (y) upon receipt of an “agent’s message” by the holder Paying Agent (or such other evidence, if any, of such Certificate shall transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor a certificate representing that the amount of cash which the number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that Public Shares previously represented by such holder has Certificate or the Uncertificated Shares, as applicable, shall have been exchanged for the right to receive pursuant to the provisions Section 4.1(b), without any interest thereon and less any required withholding of this Article IITaxes, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Public Shares which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Share Exchange Consideration may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered, registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other taxes similar Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Share Exchange Consideration to a person Person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent Purchaser that such tax Tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.024.2(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger the Share Exchange Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoArticle IV.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates Millennium Certificate (the "Certificates"each a “Certificate”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were have been converted into the right to receive Merger Consideration shares of Lyondell Common Stock pursuant to Section 2.01, 4.1 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Millennium and Lyondell may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates and for receipt of the Lyondell Certificates to which such holder is entitled set forth in exchange for Merger Considerationthis Article 4. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate Lyondell Certificate representing that number of whole shares of Parent Lyondell Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II4, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Millennium Common Stock that is not registered in the transfer records of the CompanyMillennium, a certificate Lyondell Certificate representing the appropriate proper number of shares of Parent Lyondell Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other non-income taxes required by such transfer and by reason of the issuance of shares of Parent Lyondell Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Lyondell that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.024.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender Lyondell Certificates representing the number of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights shares of ownership with respect to the Parent Lyondell Common Stock held by it from time which the holder has the right to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretopursuant to this Article 4.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record record, as of the Effective Time, of a certificate or certificates (the "Certificates") that certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "Certificates"), whose shares Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that the Merger Consideration for each Share formerly represented by such holder has the right to receive pursuant to the provisions of this Article II, Certificate and the Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of Company Common Stock that is not registered in cash payable upon the transfer records surrender of the Company, a certificate representing Certificates. If payment of the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto2.2.

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective Time, Newco shall cause the Exchange Agent shall to mail to each holder of record of a certificate the Newco Stock Recipients that holds any certificates representing VERITAS Common Stock being exchanged or certificates converted into Newco Common Stock pursuant hereto (collectively, the "CertificatesCERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, ): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent VERITAS and SSI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing Newco Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Newco Common Stock (together with and cash in lieu of fractional shares) that shares which such holder has the right to receive pursuant to the provisions of this Article IIAgreement and the Certificate of Merger, and the Certificate so surrendered shall forthwith be canceled. Certificates which immediately prior to the Effective Time represented issued and outstanding shares of VERITAS Common Stock do not need to be delivered to the Exchange Agent and, from and after the Effective Time, such certificates shall be deemed to evidence the ownership of an equal number of full shares of Newco Common Stock. In the event of a transfer of ownership of Company shares of VERITAS Common Stock that which is not registered in on the transfer records of the CompanyVERITAS, a certificate representing the appropriate proper number of shares of Parent Newco Common Stock may be issued to a person other than the person in whose name transferee, if the Certificate so surrendered representing such VERITAS Common Stock is registeredpresented to the Exchange Agent, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer accompanied by all documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.026.2 and the Certificate of Merger, each Certificate shall be deemed at any time deemed, on and after the Effective Time Time, to represent only evidence the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender ownership of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights the number of ownership with respect to the Parent full shares of Newco Common Stock held by it from time to time hereunder, except that it into which such shares of VERITAS Common Stock shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretohave been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock an ASARCO Certificate whose shares were converted into the right to receive ASARCO Merger Consideration pursuant to Section 2.013.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the ASARCO Certificates shall pass, only upon delivery of the ASARCO Certificates to the Exchange Agent and shall be in such form and have such other provisions as ASARCO and Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the ASARCO Certificates in exchange for the ASARCO Merger Consideration. Upon surrender of a an ASARCO Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such ASARCO Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole shares of Parent Common Stock (together with cash check in lieu of fractional shares) that the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article IIIII and (ii) a Parent Certificate representing that number of whole shares of Parent Common Stock, if any, which such holder has the right to receive pursuant to the provisions of this Article III, certain dividends or other distributions in accordance with Section 3.2(c) and the cash in lieu of any fractional share in accordance with Section 3.2(e). The ASARCO Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company ASARCO Common Stock that is not registered in the transfer records of ASARCO, the Company, a certificate representing the appropriate number of shares of Parent Common Stock applicable ASARCO Merger Consideration may be issued or paid to a person other than the person in whose name the ASARCO Certificate so surrendered is registered, registered if such ASARCO Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment issuance shall pay any all transfer or other taxes non-income Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock ASARCO Merger Consideration to a person other than the registered holder of such ASARCO Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each ASARCO Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable ASARCO Merger Consideration as contemplated into which the shares of ASARCO Common Stock formerly represented by this such ASARCO Certificate have been converted, certain dividends or other distributions in accordance with Section 2.023.2(c) and cash in lieu of any fractional share in accordance with Section 3.2(e). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect ASARCO Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any event within five Business Days), Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Converted Note (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate or Converted Note shall pass, only upon proper delivery of the Certificates Certificate or Converted Note to the Exchange Agent and which shall be in such customary form and have such other provisions as Parent may reasonably specify) contain customary provisions), and (ii) instructions for use in effecting the surrender of the Certificates Certificate or Converted Note in exchange for the Merger ConsiderationShares, any dividends or other distributions payable pursuant to Section 1.8(c). Upon Each holder of record of one or more Certificates or Converted Notes shall, upon surrender of a Certificate for cancelation to the Exchange Agent of such Certificate or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyConverted Note, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor (i) a certificate or certificates or book-entry shares representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional sharesafter taking into account all Certificates and Converted Notes surrendered by such holder) that to which such holder has the right to receive is entitled pursuant to the provisions of this Article IISection 1.8(a), and (ii) any dividends or distributions payable pursuant to Section 1.8(c), and the Certificate or Converted Note so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or Converted Note that is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Shares in accordance with Section 1.8(a) may be issued made to a person other than the person in whose name the Certificate or Converted Note so surrendered is registered, registered if such Certificate or Converted Note 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 similar Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.021.8(b), each Certificate and Converted Note shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Shares and any dividends or other distributions payable pursuant to Section 2.021.8(c). No interest shall be paid or will accrue on any cash payable upon surrender payment to holders of any Certificate. The Exchange Agent shall not be entitled to vote Certificates or exercise any rights of ownership with respect Converted Notes pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article 1.

Exchange Procedures. As soon as reasonably practicable possible after the Effective TimeTime (but in any event within three Business Days), the Company and the Surviving Company shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") each Stock Certificate that immediately prior to the Effective Time represented evidenced outstanding shares of Company Juniper Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, 3.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Stock Certificate shall passpass to the Exchange Agent, only upon delivery of the Certificates Stock Certificate to the Exchange Agent Agent, and which letter shall be in such form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Stock Certificate in exchange for the Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Stock Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents reasonably satisfactory to Juniper as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration payable in respect of whole the shares of Parent Juniper Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has the right to receive Stock Certificate pursuant to the provisions of this Article IIIII, and the Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company one or more shares of Juniper Common Stock that is are not registered in the stock transfer records of the CompanyJuniper, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Stock Certificate so surrendered is registered, if such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Stock Certificate or establish to the satisfaction of Parent the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Stock Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto3.2.

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

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, if any, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent and which shall otherwise be in such customary form reasonably satisfactory to the Company and have such other provisions as Parent may reasonably specifyParent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Upon Each holder of record of shares of Company Common Stock shall, (x) upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to of any such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, or (y) upon receipt of an “agent’s message” by the holder Paying Agent (or such other evidence, if any, of such Certificate shall transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor a certificate representing that the amount of cash which the number of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has Certificate or the Uncertificated Shares, as applicable, shall have been converted into the right to receive pursuant to the provisions of this Article IISection 3.01(c), and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person other than the person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered, registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.023.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Section 2.02Article III and any declared dividends with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote Certificates or exercise any rights of ownership with respect Uncertificated Shares pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but in no event more than three (3) business days thereafter, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "CERTIFICATES"), whose shares were converted pursuant to Section 2.01(c) hereof into the right to receive the Merger Consideration pursuant to Section 2.01Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration (subject to subsection (f) below), for each share of whole shares of Parent Company Common Stock (together with cash in lieu of prorated for fractional shares) that formerly represented by such holder has the right to receive pursuant to the provisions of this Article II, Certificate and the Certificate so surrendered shall forthwith be canceledcancelled; provided, however, that such aggregate amount shall be rounded up to the nearest whole cent. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration in cash as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, 2.01(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock, if any, into which the aggregate number of shares of Company Common Stock (together with previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) and cash in lieu of fractional shares) that shares of Parent Common Stock to which such holder has the right to receive is entitled pursuant to the provisions of this Article IISection 2.2(d), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by this such Certificate have been converted pursuant to Section 2.022.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, and in no event later than two (2) Business Days thereafter, the Exchange Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause the Paying Agent shall to mail to each holder of record of a certificate Book-Entry Shares or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Certificated Shares whose shares of Company Common Stock whose shares or Preferred Stock were converted into the right to receive Merger Consideration the consideration payable pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii3.1(b) instructions for use in effecting the surrender of the Certificates such Book-Entry Shares or Certificated Shares in exchange for the Merger Consideration or Preferred Stock Merger Consideration, as applicable. Upon Each holder of record of Book-Entry Shares or Certificated Shares, upon surrender of a Certificate for cancelation to the Exchange Paying Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by the Paying Agent of an “agent’s message” in customary form or to such other agent or agents evidence as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as Paying Agent may reasonably be required by the Exchange Agentrequest) or Certificated Shares, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Merger Consideration or Preferred Stock (together with cash in lieu of fractional shares) that Merger Consideration, as applicable, to which such holder has the right to receive is entitled pursuant to the provisions of this Article IISection 3.1(b), and the Certificate Book-Entry Shares or Certificated Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock or Preferred Stock that is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Merger Consideration or Preferred Stock Merger Consideration, as applicable, may be issued made to a person Person other than the person Person in whose name the Certificate Book-Entry Share or Certificated Share so surrendered is registered, registered if such Certificate Book-Entry Share or Certificated Share shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of Parent and the Paying Agent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.023.3(b), each Certificate Book-Entry Share and Certificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or Preferred Stock Merger Consideration, as contemplated by this Section 2.02applicable, subject to the terms and conditions set forth herein. No interest shall be paid or will accrue on any cash payable upon surrender payment to holders of any Certificate. The Exchange Agent shall not be entitled to vote Book-Entry Shares or exercise any rights of ownership with respect Certificated Shares pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no later than five (5) business days after the Effective Time, Parent shall cause the Exchange Agent shall to transmit (or mail to each holder in the case of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding certificated shares of Company Common Stock whose shares Stock) to each former holder of Company Common Stock, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Company Common Stock shall pass, only upon delivery of the Certificates Company Common Stock to the Exchange Agent and which shall be in such form and have such other provisions as substance reasonably satisfactory to Parent may reasonably specifyand the Company) and (ii) instructions for use in effecting the surrender of the Certificates Company Common Stock in exchange for Merger Considerationwhole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.01(d) and any dividends or other distributions payable pursuant to Section 2.04(c). Upon surrender of a Certificate certificates formerly representing Company Common Stock for cancelation cancellation and exchange to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the former holder of such Certificate Company Common Stock shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with after taking into account all Company Common Stock surrendered by such holder) to which such holder is entitled pursuant to Section 2.01 (which shall be in uncertificated book-entry form unless a physical certificate is requested), payment by check or cash in lieu of fractional shares) that shares of Parent Common Stock which such holder has the right is entitled to receive pursuant to the provisions of this Article IISection 2.01(d) and any dividends or distributions payable pursuant to Section 2.04(c), and the Certificate Company Common Stock so surrendered shall forthwith be canceledcancelled. In If any portion of the event of a transfer of ownership of Company Common Stock that Merger Consideration is not to be registered in the transfer records name of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so applicable surrendered Company Common Stock is registered, if such Certificate it shall be properly endorsed or otherwise a condition to the registration thereof that the surrendered Company Common Stock be in proper form for transfer and that the person Person requesting such payment shall delivery of the Merger Consideration pay any transfer or other taxes similar Taxes required by as a result of such transfer and by reason registration in the name of the issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate Company Common Stock or establish to the satisfaction of Parent the Exchange Agent that such tax Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.022.04(b), each Certificate share of Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.01(d) or Section 2.04(c)) upon such surrender Merger Consideration as contemplated by this Section 2.02surrender. No interest shall be paid or shall accrue on any cash amount payable upon surrender of any Certificate. The Exchange Agent shall not be entitled pursuant to vote Section 2.01(d) or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoSection 2.04(c).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares were converted into the right to receive Merger Consideration Consideration, pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate Parent Certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate Parent Certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other non-income taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that any such tax has been paid or is not applicable. Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Parent or the Exchange Agent are required to withhold or deduct under the Code or any provision of state, local or foreign tax law with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Stock in respect of whom such deduction and withholding were made by Parent or the Exchange Agent. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated Parent Certificates representing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented by this such Certificate have been converted, certain dividends or other distributions in accordance with Section 2.022.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall will mail or otherwise make available to each holder of record of a certificate or certificates (the "Certificates") that Certificate which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were Shares converted into the right to receive the Merger Consideration pursuant to Section 2.01, : (i) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Exchange Agent and shall will be in such form and have such other provisions as Parent RECO may reasonably specifyspecify consistent with this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that the Merger Consideration and cash, if any, which such holder has the right to receive pursuant to the provisions of this Article IISections 2.02(c) and (e), and the Certificate so surrendered shall will forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock Merger Consideration may be issued or paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance or payment shall pay pays any transfer or other taxes required by such transfer and by reason of the issuance or payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent RECO that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this which the holder thereof has the right to receive in respect of such Certificate in the Merger and cash, if any, pursuant to the provisions of Section 2.022.02(c) and (e). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held provisions of this Article II, but all payments of cash, if any, which holders have the right to receive pursuant to the provisions of this Article II will be made in immediately available funds. Certificates surrendered for exchange by it any person who is an "affiliate" of the Company for purposes of Rule 145, as such rule may be amended from time to time hereundertime, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for under the account Securities Act, will not be exchanged until RECO has received an agreement substantially in the form of persons entitled theretoSchedule 5.08(a) from such person.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime but in any event not later than five Business Days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares and whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.7 (collectively, the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which the Shares theretofore represented by such Certificate entitle such holder has the right to receive pursuant to the provisions of this Article II, 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.8 the Merger Consideration as contemplated by this into which the shares of Company Common Stock shall have been converted pursuant to Section 2.022.7. No interest shall be paid or shall accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article 2.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.2, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which the Shares theretofore represented by such Certificate entitle such holder has the right to receive pursuant to the provisions of this Article II, 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration as contemplated by this into which the Shares shall have been converted pursuant to Section 2.022.2. No interest shall be paid or shall accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article 2.

Exchange Procedures. As soon as reasonably practicable after Each certificate for shares of Bankers Common Stock delivered for exchange under this Section 1.02(g) must be endorsed in blank by the Effective Timeregistered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Sovereign Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive for which certificates will be issued pursuant to this Section 1.02(g) will be computed on the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records basis of the Company, a certificate representing the appropriate aggregate number of shares represented by the certificates so surrendered. If shares of Parent Sovereign Common Stock may or payments of cash are to be issued or made to a person other than the person one in whose name the Certificate so surrendered certificate is registered, if such Certificate shall the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise be in proper form for transfer transfer, and the person requesting such payment to whom certificates for shares of Sovereign Common Stock is to be issued or to whom cash is to be paid shall pay any transfer or other taxes required by such transfer and by reason of the such issuance of shares of Parent Common Stock or payment to a person other than the registered holder of such Certificate or establish to the satisfaction certificate for shares of Parent that such tax has been paid or is not applicableBankers Common Stock which are surrendered. Until surrendered As promptly as contemplated by this Section 2.02, each Certificate shall be deemed at any time practicable after the Effective Time Date, Sovereign shall send or cause to represent only be sent to each shareholder of record of Bankers Common Stock transmittal materials for use in exchanging certificates representing Bankers Common Stock for certificates representing Sovereign Common Stock into which the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02former have been converted in the Merger. No interest Certificates representing shares of Sovereign Common Stock and checks for cash in lieu of fractional shares shall be paid mailed to former shareholders of Bankers as soon as reasonably possible but in no event later than fifteen (15) business days following the receipt of certificates representing former shares of Bankers Common Stock (except in the case of share certificates containing a restrictive legend or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to which stop transfer instructions pertain) duly endorsed or accompanied by the Parent Common Stock held materials referenced herein and delivered by it from time to time hereundercertified mail, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for return receipt requested (but in no event earlier than the account of persons entitled theretosecond business day following the Effective Date).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, VeraSun shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "“Certificates"”) that which immediately prior to the Effective Time represented outstanding shares of Company US BioEnergy Common Stock Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of VeraSun Common Stock in accordance with Section 2.02(e), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent VeraSun may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing the Merger Consideration, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of VeraSun Common Stock in accordance with Section 2.02(e). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent VeraSun Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of VeraSun Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company US BioEnergy Common Stock that is not registered in the transfer records of the CompanyUS BioEnergy, a certificate representing the appropriate proper number of shares of Parent VeraSun Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent VeraSun Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent VeraSun that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.022.02(c) and cash in lieu of any fractional share of VeraSun Common Stock in accordance with Section 2.02(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Duke Common Stock or Cinergy Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration shares of Company Common Stock pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Duke and Cinergy may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for Merger Considerationcertificates representing whole shares of Company Common Stock, cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or other distributions payable pursuant to Section 2.02(c). Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefore a certificate representing that number of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Company Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Duke Common Stock or Cinergy Common Stock that is not registered in the transfer records of Duke or Cinergy, as the Companycase may be, a certificate representing the appropriate proper number of shares of Parent Company Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Company Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Duke Effective Time or the Cinergy Effective Time, as the case may be, to represent only the right to receive upon such surrender the Merger Consideration Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Duke Common Stock or Cinergy Common Stock, as contemplated by this the case may be, in accordance with Section 2.022.02(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company CAX Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent CAX and AIC may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent AIC Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, dividends or other distributions on such shares of AIC Common Stock which such holder has the right to receive pursuant to Section 2.3(c), and cash in lieu of any fractional share of AIC Common Stock pursuant to Section 2.3(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership a Certificate representing shares of Company CAX Common Stock that is which are not registered in the transfer records of CAX under the Companyname of the person surrendering such Certificate, a certificate representing the appropriate proper number of shares of Parent AIC Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent AIC Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent AIC that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, dividends or other distributions in respect of such Merger Consideration which such holder has the right to receive pursuant to Section 2.022.3(c), and cash in lieu of any fractional share of AIC Common Stock pursuant to Section 2.3(e). No interest shall be paid or will accrue on any cash amounts payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose Certificate or Book Entry Share, other than shares were converted into the right to receive Merger Consideration be canceled pursuant to Section 2.012.1(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 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 for use in effecting the surrender of the Common Stock Certificates or Book Entry Shares, as applicable, in exchange for the Merger ConsiderationConsideration in the case of Common Stock 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 cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Common Stock Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash into which the shares of Parent Common Stock (together with cash in lieu of fractional shares) that or Series A Convertible Preferred Stock theretofore represented by such holder has the right to receive Common Stock Certificate or Book Entry Shares shall have been converted pursuant to the provisions of this Article IISection 2.1(b) or Section 2.1(c), as 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 Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person 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 Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent such Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Common Stock Certificate and Book Entry Share (other than Common Stock Certificates or Book Entry Shares representing Dissenting Company 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 Time to represent only the right to receive upon such surrender Merger Consideration as contemplated the amount of cash, without interest, into which the shares of Common Stock theretofore represented by this such Common Stock Certificate or Book Entry Share shall have been converted pursuant to Section 2.022.1. No 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), the payment in respect of such Common Stock Certificate or Book Entry Share shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Company, Sub or the Surviving Corporation or any party hereto shall be paid or accrue on liable to any former stockholder of the Company for any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled or interest delivered to vote a public official pursuant to applicable abandoned property, escheat or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretosimilar Laws.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no later than two days thereafter, the Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Option whose shares or options were converted into the right to receive Merger Consideration pursuant to Section 2.012.1 of this Agreement, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Common Stock Options, as applicable, shall pass, only upon delivery of the Certificates or Common Stock Options to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Common Stock Options in exchange for the Merger Consideration. Upon surrender of a Certificate or Common Stock Option for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Common Stock Option shall be entitled to receive in exchange therefor a Parent certificate representing that number of whole shares of Parent Common Stock (together issuable to such holder pursuant to the Merger, the Cash Payment payable to such holder, a Parent certificate representing that number of CVRs that correspond to the number of whole shares of Parent Common Stock issuable to such holder pursuant to the Merger, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional sharesshare in accordance with Section 2.2(e) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate or Common Stock Option so surrendered shall forthwith be canceledcancelled. The Cash Payment and any other cash distributions made in accordance with Section 2.2(c) and 2.2(e) shall be paid by check or wire transfer. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other non-income taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate or Common Stock Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by that the holder thereof has the right to receive pursuant to the provisions of this Article II, and, if applicable, certain dividends or other distributions in accordance with Section 2.022.2(c). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote Certificates or exercise any rights of ownership with respect Common Stock Options pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Novartis shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Certificate (i) a letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent and shall Paying Agent, such letter of transmittal to be in such customary form and have such other provisions as Parent Novartis may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required requested by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) the Merger Consideration that such holder has the right is entitled to receive pursuant to the provisions of this Article IIIII, and the Certificate so surrendered shall forthwith be canceledcancelled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued to such a person other than the person in whose name transferee if the Certificate so surrendered formerly representing such Company Common Stock is registeredpresented to the Paying Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock such payment to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Novartis and the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by For the purposes of this Section 2.02Agreement, each Certificate the term “Person” shall be deemed at mean any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid individual, corporation (including not-for-profit corporations), general or accrue on any cash payable upon surrender limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any Certificate. The Exchange Agent shall not be entitled to vote kind or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretonature.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Advantage Health Shares (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent HEALTHSOUTH may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of HEALTHSOUTH Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyHEALTHSOUTH, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent HEALTHSOUTH Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article IISection 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Advantage Health Shares which is not registered in the transfer records of the CompanyAdvantage Health, a certificate representing the appropriate proper number of shares of Parent HEALTHSOUTH Common Stock 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 payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent HEALTHSOUTH Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent HEALTHSOUTH that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration the certificate representing shares of HEALTHSOUTH Common Stock and cash in lieu of any fractional shares of HEALTHSOUTH Common Stock as contemplated by this Section 2.022.2. No interest shall will be paid or will accrue on any cash payable upon surrender in lieu of any Certificatefractional shares of HEALTHSOUTH Common Stock. The Exchange Agent To the extent permitted by law, former stockholders of record of Advantage Health shall not be entitled to vote or exercise after the Effective Time at any rights meeting of ownership with respect to HEALTHSOUTH stockholders the Parent number of whole shares of HEALTHSOUTH Common Stock held by it from time to time hereunderinto which their respective Advantage Health Shares are converted, except that it shall receive and hold all dividends or other distributions paid or distributed regardless of whether such holders have exchanged their Certificates for certificates representing HEALTHSOUTH Common Stock in accordance with respect thereto for the account of persons entitled theretothis Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Crompton shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding Certificate whose shares of Company Great Lakes Common Stock whose shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration pursuant to Section 2.01Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent 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 for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration, any dividends or other distributions to which holders of Certificates 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 cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, 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 by the Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Crompton Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIII after taking into account all the shares of Great Lakes Common Stock then held by such holder under all such Certificates so surrendered, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) and (C) any net cash proceeds from the sale of the Excess Shares to which such holder is entitled pursuant to Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Great Lakes Common Stock that is not registered in the transfer records of the CompanyGreat Lakes, a certificate representing the appropriate proper number of shares of Parent Crompton Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay have paid, or pay, any transfer or and other taxes required by such transfer and by reason of the issuance of shares of Parent Crompton Common Stock to a person Person other than the registered holder of such Certificate or establish shall have established to the reasonable satisfaction of Parent Crompton and the Exchange Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on Consideration, any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for to which the account holder of persons such Certificate is entitled theretopursuant to Section 2.2(c) and any net cash proceeds from the sale of the Excess Shares to which such holder is entitled pursuant to Section 2.2(e), in each case without interest.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent HEALTHSOUTH may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of HEALTHSOUTH Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyHEALTHSOUTH, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent HEALTHSOUTH Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article IISection 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Horizon/CMS Common Stock that which is not registered in the transfer records of the CompanyHorizon/CMS, a certificate representing the appropriate proper number of shares of Parent HEALTHSOUTH Common Stock 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 payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent HEALTHSOUTH Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent HEALTHSOUTH that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a an outstanding certificate or certificates which prior thereto represented shares of CCI Common Stock (and the "Certificates"associated Rights) that immediately prior shall, upon surrender to the Paying Agent of such certificate or certificates and acceptance thereof by the Paying Agent, be entitled to the amount of cash into which the number of shares of CCI Common Stock (and the associated Rights) previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time represented outstanding there shall be no further transfer on the records of CCI or its transfer agent of certificates representing shares of Company CCI Common Stock whose shares were (and the associated Rights) which have been converted pursuant to this Agreement into the right to receive cash, and if such certificates are presented to CCI for transfer, they shall be cancelled against delivery of cash. If payment of the Merger Consideration pursuant is to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued remitted to a person Person other than the person Person in whose name the Certificate so certificate for CCI Common Stock surrendered for payment is registered, if it shall be a condition of such Certificate payment that the certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed by a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act, as defined below), or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay have paid any transfer or other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such Certificate the certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate certificate for shares of CCI Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.021.8. No Except as provided in Section 1.8(b), no interest shall will be paid or will accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoas Merger Consideration.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, NTL will cause the Exchange Agent shall to mail to each registered holder of record of a certificate or certificates (the "Certificates") that other than Dissenting Shareholders, if any, which immediately prior to the Effective Time represented outstanding shares of Company Partners Common Stock (the "Certificates") whose shares were converted into cancelled in consideration of the right to receive Merger receipt of the Amalgamation Consideration pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Partners and NTL may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for Merger the Amalgamation Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange consideration therefor a certificate representing that number of whole shares of Parent NTL Common Stock, NTL Class C Stock or NTL Class D Stock (together with cash in lieu of fractional sharescollectively, "NTL Capital Stock") that which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of NTL Capital Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Partners Common Stock that is which are not registered in the transfer records of Partners under the Companyname of the person surrendering such Certificate, a certificate representing the appropriate proper number of shares of Parent Common NTL Capital Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common NTL Capital Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent NTL that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger the Amalgamation Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.022.2(c) and cash in lieu of any fractional share of NTL Capital Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after Each certificate for shares of JADE Common Stock delivered for exchange under this Section 1.02(f) must be endorsed in blank by the Effective Timeregistered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the Exchange Agent shall mail to each holder amount of record of a certificate cash payable or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent PSB Common Stock, as the case may be will be computed on the basis of the aggregate number of shares represented by the certificates so surrendered. If payments of cash or shares of PSB Common Stock may are to be issued or made to a person other than the person one in whose name the Certificate so surrendered certificate is registered, if such Certificate shall the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise be in proper form for transfer transfer, and the person requesting such payment to whom cash is to be paid or the shares of PSB Common Stock are to be issued shall pay any transfer or other taxes required by such transfer and by reason of the such issuance of shares of Parent Common Stock or payment to a person other than the registered holder of such Certificate or establish to the satisfaction certificate for shares of Parent JADE Common Stock that such tax has been paid or is not applicableare surrendered. Until surrendered As promptly as contemplated by this Section 2.02, each Certificate shall be deemed at any time practicable after the Effective Time Date, PSB shall send or cause to represent only be sent to each shareholder of record of JADE Common Stock transmittal materials for use in exchanging certificates representing JADE Common Stock for cash equal to $13.55 per share of JADE Common Stock canceled in the right to receive upon such surrender Merger Consideration or PSB Common Stock, as contemplated by this Section 2.02the case may be. No interest Cash payment shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect mailed to the Parent former shareholders of JADE as soon as reasonably possible but in no event later than twenty (20) business days following the receipt of certificates representing former shares of JADE Common Stock held duly endorsed or accompanied by it from time to time hereunderthe materials referenced herein and delivered by certified mail, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for return receipt requested (but in no event earlier than the account of persons entitled theretosecond business day following the Effective Date).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the "CERTIFICATES") whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, 2.1(b) into Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent and the Company may reasonably specify) ; and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for Merger the Share Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate or certificates representing that number of whole shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 2.1 and (together with B) a check in the amount equal to the cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any dividends and other distributions made in accordance with Section 2.5 and cash in lieu of fractional shares pursuant to Section 2.7 and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.5 or Section 2.7. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing certificates evidencing, in the appropriate aggregate, the proper number of shares of Parent Common Stock may be issued to Stock, a person other than check in the person proper amount of cash 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 lieu of any transfer or other taxes required by such transfer and by reason of the issuance of fractional shares of Parent Common Stock pursuant to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at 2.7 and any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed to which such holder is entitled pursuant to Section 2.5, may be issued with respect thereto for to such Shares to such a transferee if the account of persons entitled theretoCertificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate Certificate or certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number (by mail or made available for collection by hand if so elected by the surrendering shareholder) the amount of whole cash payable in respect of the shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that theretofore evidenced by such holder has the right to receive Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.022.2. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Purchaser and the Surviving Corporation will cause the Exchange Agent shall mail to send to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificates whose shares were converted pursuant to Section 2.6 into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may the Purchaser and the Surviving Corporation and the Exchange Agent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing check in the amount (after giving effect to any required tax withholding) of the Merger Consideration that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such the holder has the right is entitled to receive pursuant to the provisions of this Article IIunder Section 2.6, and the Company Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued with respect to any Merger Consideration deliverable upon due surrender of the Company Certificates. In the event of a transfer of ownership of the Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a certificate transferee if, and only if, the Company Certificate representing the appropriate number of shares of Parent such Company Common Stock may be issued is presented to a person other than the person in whose name the Certificate so surrendered is registeredExchange Agent, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer accompanied by all documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.022.8, each Company Certificate (other than the Company Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time for all purposes to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Company Certificate pursuant to this Section 2.02Article II. No interest In the case of the Company Certificates representing Dissenting Shares, each Company Certificate representing Dissenting Shares shall be paid or accrue on deemed at any cash payable upon surrender time after the Effective Time for all purposes to represent only the right to receive the fair value of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect such Dissenting Shares pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoDGCL.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares were converted into the right to receive FDC Merger Consideration Consideration, pursuant to Section 2.012.1, or the R&B 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent FDC and R&B may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate Parent Certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.3(c) and cash in lieu of any fractional share in accordance with Section 2.3(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company FDC Common Stock that is not registered in the transfer records of FDC or of R&B Common Stock not registered in the Companytransfer records of R&B, a certificate Parent Certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other non-income taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated Parent Certificates representing the number of whole shares of Parent Common Stock into which the shares of FDC Common Stock or R&B Common Stock formerly represented by this such Certificate have been converted, certain dividends or other distributions in accordance with Section 2.022.3(c) and cash in lieu of any fractional share in accordance with Section 2.3(e). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "“Certificates"”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.012.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the amount of cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock (together with cash in lieu of fractional sharespreviously represented by such Certificate shall have been converted pursuant to Section 2.01(c) that such holder has into the right to receive pursuant to the provisions of this Article IIreceive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by this such Certificate have been converted pursuant to Section 2.022.01(c). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

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

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Common Stock whose Stock, other than shares were converted into the right to receive Merger Consideration pursuant to be canceled or retired in accordance with Section 2.012.01(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Common Stock 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 payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender Merger Consideration the certificate representing the appropriate number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock and any dividends to the extent provided in Section 2.02(c) as contemplated by this Section 2.02. No interest shall will be paid or will accrue on any cash payable upon surrender in lieu of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights fractional shares of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoStock.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record (other than Royal Ahold or any direct or indirect wholly-owned subsidiary of Royal Ahold) of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into (the right to receive Merger Consideration pursuant to Section 2.01"Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IItherefor, and the Paying Agent shall pay, the Merger Consideration for each share of Common Stock formerly evidenced by such Certificate, and such Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person other than the person in whose name the surrendered Certificate so surrendered is registeredregistered on the stock transfer books of the Company, if such Certificate it shall be a condition of payment to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any have paid all transfer or and other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate thereof or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.023.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares theretofore represented by this such Certificate shall have been converted pursuant to Section 2.023.01(a). No interest shall will be paid or will accrue on any the cash payable upon the surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right entitled to receive the Merger Consideration pursuant to Section 2.013.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent Paying Agent, or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration for each share of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that theretofore represented by such holder has the right to receive pursuant to the provisions of this Article IICertificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records If payment of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Merger Consideration is to be issued made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) the person Person requesting such payment shall pay have paid any transfer or and other taxes Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the satisfaction of Parent the Surviving Corporation that such tax Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Section 2.02. No Consideration, without interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretothereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no later than 10 days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.013.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Parent certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 3.2(c) and cash in lieu of any fractional share in accordance with Section 3.2(e) and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other non-income taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by that the holder thereof has the right to receive pursuant to the provisions of this Article III, and if applicable, certain dividends or other distributions in accordance with Section 2.023.2(c). No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of Parent New Preferred Stock, as applicable, pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger ConsiderationConsideration or shares of Parent New Preferred Stock, as applicable. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that or Parent New Preferred Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Common Stock that is or Company Preferred Stock which are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, a certificate representing the appropriate proper number of shares of Parent Common Stock or Parent New Preferred Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock or Parent New Preferred Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of Parent New Preferred Stock, as contemplated by applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.022.2(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates (the "CertificatesCERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash into which the shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that theretofore represented by such holder has the right to receive Certificate shall have been converted pursuant to the provisions of this Article IISection 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated the amount of cash, without interest, into which the shares of Company Common Stock theretofore represented by this such Certificate have been converted pursuant to Section 2.022.01. If any holder of shares of Company Common Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or accrue on any the cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") Certificates that immediately prior to before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.012.01(c) (Conversion of Company Common Stock), (i) a 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the amount of cash that the aggregate number of whole shares of Parent Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) (together with cash in lieu Conversion of fractional sharesCompany Common Stock) that such holder has into the right to receive pursuant to the provisions of this Article IIreceive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of payment may be made and shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Surviving Corporation that such tax Tax has been paid or is not applicable. Until Subject to the last sentence of Section 2.02(c) (No Further Ownership Rights in Company Common Stock), until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated into which the shares of Company Common Stock theretofore represented by this such Certificate have been converted pursuant to Section 2.022.01(c) (Conversion of Company Common Stock). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates Share (the "Certificates"other than holders of Excluded Shares) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that when delivery of Shares shall be effected, and and, with respect to certificates representing Shares immediately prior to the Effective Time (“Certificates”), that the risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Paying Agent and which letter of transmittal shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation to Share (other than holders of Excluded Shares) shall, upon the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such submission of a letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the amount of cash which the number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that Shares held by such holder has shall have been converted into the right to receive pursuant to the provisions Section 3.1(a) of this Article IIAgreement, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Section 2.02Article III. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Shares pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that immediately prior Book Entry Share, other than shares to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration be canceled pursuant to Section 2.012.1(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon actual delivery of the 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 for use in effecting the surrender of the Certificates or Book Entry Shares, as applicable, in exchange for the Merger Consideration. Upon surrender of a 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 cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash into which the shares of Parent Common Stock (together with cash in lieu of fractional shares) that theretofore represented by such holder has the right to receive Certificate or Book Entry Shares shall have been converted pursuant to the provisions of this Article IISection 2.1(b), and the Certificate 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 Certificate or Book Entry Shares. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate (other than Certificates representing Dissenting Company Shares and Certificates representing any shares of Common Stock to be canceled pursuant to Section 2.1(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated the amount of cash, without interest, into which the shares theretofore represented by this such Certificate shall have been converted pursuant to Section 2.022.1. No If any 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), the payment in respect of such Certificate or Book Entry Share shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Company, Sub or the Surviving Corporation or any party hereto shall be paid or accrue on liable to any former stockholder of the Company for any cash payable upon surrender or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Each of any Certificate. The Exchange Agent the Paying Agent, Parent and the Surviving Corporation shall not be entitled to vote deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock (or exercise any rights of ownership Certificates) such amounts as it is require to deduct and withhold with respect to the Parent payment of such consideration under all applicable Tax laws (as hereinafter defined) and pay such withholding amount over to the appropriate taxing authority. To the extent that amounts are so properly withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of a Certificate or Book Entry Share formerly representing shares of Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoStock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company FPL Common Stock or Entergy Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration shares of Company Common Stock pursuant to Section 2.012.01 (the "Merger Consideration"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent FPL and Entergy may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Company Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company FPL Common Stock or Entergy Common Stock that is not registered in the transfer records of FPL or Entergy, as the Companycase may be, a certificate representing the appropriate proper number of shares of Parent Company Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Company Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of FPL Common Stock or Entergy Common Stock, as contemplated by this the case may be, in accordance with Section 2.022.02(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company AT&T Broadband Common Stock whose or Comcast Common Stock (the "Certificates"), other than shares were to be canceled or retired or converted into the right to receive Merger Consideration pursuant to AT&T Broadband Surviving Corporation Common stock or Comcast Surviving Corporation Common Stock in each case in accordance with Section 2.014.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II4, cash in lieu of any fractional shares of Parent Common Stock to the extent provided in Section 4.02(e) and any dividends or distributions to the extent provided in Section 4.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company AT&T Broadband Common Stock or Comcast Common Stock that is not registered in the transfer records of AT&T Broadband or Comcast, as the Companycase may be, a certificate representing the appropriate proper number of shares of Parent Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.024.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this the certificate representing the appropriate number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to the extent provided in Section 2.024.02(e) and any dividends and distributions to the extent provided in Section 4.02(c). No interest shall will be paid or will accrue on any cash payable upon surrender in lieu of any Certificatefractional shares of Parent Common Stock. The Exchange Agent Any amounts payable or deliverable pursuant to this Agreement shall not be entitled subject to vote or exercise any rights and made net of ownership with respect applicable withholding taxes to the extent such taxes are imposed under applicable law as determined by Parent in its reasonable discretion. To the extent that amounts are so withheld, those amounts shall be treated for all purposes as having been paid to the holders of AT&T Broadband Common Stock held by it from time to time hereunderor Comcast Common Stock, except that it shall receive as the case may be, in respect of which the deduction and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretowithholding was made.

Exchange Procedures. As soon as reasonably practicable possible after the Effective TimeTime (but in any event within three (3) Business Days), Parent and the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash payable in respect of the shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has the right to receive Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Merger Consideration as contemplated by this Section 2.022.2. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of shares of WIBC Common Stock of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration shares of BBCN Common Stock pursuant to Section 2.01, 3.1 (i) a letter of transmittal (which shall specify that that, with respect to WIBC Certificates, delivery shall be effected, effected and risk of loss and title to the WIBC Certificates shall pass, only upon delivery of the WIBC Certificates and such letter of transmittal to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent BBCN and WIBC may reasonably specify) and (ii) instructions for use in effecting the surrender of the WIBC Certificates or WIBC Common Stock held in book entry form, as applicable, in exchange for Merger ConsiderationBBCN Certificates representing the number of whole shares of BBCN Common Stock into which such WIBC Common Stock has been so converted. Upon surrender of a WIBC Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittaltransmittal or submission of a letter of transmittal in respect of shares of WIBC Common Stock in book entry form, as applicable, duly executed, and such other documents as the Exchange Agent may reasonably be required by the Exchange Agentrequire, the holder of such Certificate WIBC Common Stock shall be entitled to receive in exchange therefor a certificate BBCN Certificate representing that number of whole shares of Parent BBCN Common Stock (together with cash in lieu of fractional shares) that Stock, which such holder has the right to receive in respect of the WIBC Common Stock surrendered pursuant to the provisions of this Article IIII (after taking into account all shares of WIBC Common Stock then held by such holder), and the Certificate WIBC Common Stock so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company WIBC Common Stock that which is not registered in the transfer records of the CompanyWIBC, a certificate BBCN Certificate representing the appropriate proper number of shares of Parent BBCN Common Stock may be issued to a person other than transferee if a duly executed letter of transmittal accompanied, in the person case of WIBC Common Stock in whose name certificated form, by the relevant WIBC Certificate so surrendered representing such WIBC Common Stock, is registeredpresented to the Exchange Agent, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer accompanied by all documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.023.2, each WIBC Certificate and each book entry in respect of Common Stock in book entry form shall be deemed at any time after the Effective Time to represent only the BBCN Common Stock into which such shares of WIBC Common Stock have been converted as provided in this Article II and the right to receive upon such surrender Merger Consideration cash in lieu of any fractional shares of BBCN Common Stock, if applicable, as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto3.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, but no more than ten (10) days after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Decor Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent Interiors and Decor may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Interiors Class A Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, and cash in lieu of any fractional share of Interiors Class A Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcanceled (such cash and Interiors Class A Common Stock deposited with the Exchange Agent for the purpose of the Merger, collectively, the "Exchange Fund"). In the event of a transfer surrender of ownership a Certificate representing shares of Company Decor Common Stock that is which are not registered in the transfer records of Decor under the Companyname of the person surrendering such Certificate, a certificate representing the appropriate proper number of shares of Parent Interiors Class A Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Interiors Class A Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent Interiors that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, and cash in lieu of any fractional share of Interiors Class A Common Stock in accordance with Section 2.022.2(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.6, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the such 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 for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate Certificates for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Companyfor exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably be required by the Exchange AgentAgent or Parent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration and any dividends or distributions payable pursuant to Section 2.7(d), and the Certificates so surrendered shall be canceled. Until so surrendered, outstanding Certificates shall be deemed, from and after the Effective Time, for all corporate purposes, to evidence only the right to receive in exchange therefor the Merger Consideration and any dividends or distributions payable pursuant to Section 2.7(d). No interest will be paid or accrued on any cash in lieu of whole fractional shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered included in the transfer records Merger Consideration or on any unpaid dividends or distributions payable to holders of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may Certificates. If payment is to be issued made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered, if such Certificate shall be properly promptly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such the surrendered Certificate or establish established to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

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

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, Bioblast shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificate whose shares will be or were converted into transferred pursuant to Section 2.01(a) in consideration for the right to receive the Merger Consideration pursuant to Section 2.01, (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 delivery of the Certificates to the Exchange Agent and (B) shall be in such form and have such other provisions as Parent Bioblast and Enlivex may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a physical certificate or uncertificated book-entry representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) Bioblast Ordinary Shares that such holder has the right to receive in respect of the aggregate number of Enlivex Ordinary Shares previously represented by such Certificate pursuant to Section 2.01(a) and a check representing any dividends or distributions that the provisions holder has the right to receive pursuant to Section 2.02(c) in respect of this Article IIsuch Certificate, and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock 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 payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this that the holder of such Certificate has the right to receive in respect of such Certificate pursuant to Section 2.022.01(a) (together with any 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 any the cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable after Each certificate for shares of Upper Valley Common Stock delivered for exchange under this Section 1.02(g) must be endorsed in blank by the Effective Timeregistered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent First Jermyn Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive for which certificates will be issued pursuant to this Section 1.02(g) will be computed on the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records basis of the Company, a certificate representing the appropriate aggregate number of shares represented by the certificates so surrendered. If shares of Parent First Jermyn Common Stock may or payments of cash are to be issued or made to a person other than the person one in whose name the Certificate so surrendered certificate is registered, if such Certificate shall the certificate so surrendered must be properly endorsed in blank, with signature(s) guaranteed, or otherwise be in proper form for transfer transfer, and the person requesting such payment to whom certificates for shares of First Jermyn Common Stock is to be issued or to whom cash is to be paid shall pay any transfer or other taxes required by such transfer and by reason of the such issuance of shares of Parent Common Stock or payment to a person other than the registered holder of such Certificate or establish to the satisfaction certificate for shares of Parent that such tax has been paid or is not applicableUpper Valley Common Stock which are surrendered. Until surrendered As promptly as contemplated by this Section 2.02, each Certificate shall be deemed at any time practicable after the Effective Time Date, First Jermyn shall send or cause to represent only be sent to each shareholder of record of Upper Valley Common Stock transmittal materials for use in exchanging certificates representing Upper Valley Common Stock for certificates representing First Jermyn Common Stock into which the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02former have been converted in the Merger. No interest Certificates representing shares of First Jermyn Common Stock and checks for cash in lieu of fractional shares shall be paid or accrue on any cash payable upon surrender mailed to former shareholders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights Upper Valley as soon as reasonably possible but in no event later than twenty (20) business days following the receipt of ownership with respect to the Parent certificates representing former shares of Upper Valley Common Stock held duly endorsed or accompanied by it from time to time hereunderthe materials referenced herein and delivered by certified mail, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for return receipt requested (but in no event earlier than the account of persons entitled theretosecond business day following the Effective Date).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company i360 Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent InfoCast and i360 may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as reasonably may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent InfoCast Common Stock (together with and cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled, less the amount of InfoCast Common Stock subject to the escrow set forth in Section 2.4(c) of this Agreement. In the event of a transfer of ownership of Company i360 Common Stock that which is not registered in the transfer records of the Companyi360, a certificate representing the appropriate proper number of shares of Parent InfoCast Common Stock may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent InfoCast Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent InfoCast that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.4, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by and other cash, if any, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Section 2.02Article II. No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company SkyTel Common Stock or Convertible Exchangeable Preferred Stock (the "Certifi- xxxxx") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent WorldCom may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent WorldCom Common Stock (together with cash in lieu or shares of fractional shares) Convertible Exchangeable Preferred Stock that such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of WorldCom Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company SkyTel Common Stock or Convertible Exchangeable Preferred Stock that is not registered in the transfer records of the CompanySkyTel, a certificate representing the appropriate proper number of shares of Parent WorldCom Common Stock or WorldCom Convertible Exchangeable Preferred Stock, as applicable, may be issued to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent WorldCom Common Stock or WorldCom Convertible Exchangeable Preferred Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent WorldCom that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by that the holder thereof has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.022.02(c) and cash in lieu of any fractional share of WorldCom Common Stock in accordance with Section 2.02(e). No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger but in no event more than five (5) business days following the later of (x) the Closing Date or (y) the day that the Company provides to the Exchange Agent all information necessary to allow the Exchange Agent to make the exchange described in this Section, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive Merger Consideration shares of Parent Common Stock pursuant to Section 2.013.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the Exchange Agent shall deliver to the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, as applicable, a certificate representing the appropriate proper number of shares of Parent Common Stock 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 payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.023.2, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender Merger Consideration 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 2.023.2. No interest shall be paid or accrue on any cash payable upon surrender in lieu of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights fractional shares of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.Stock. (c)

Exchange Procedures. As soon as reasonably practicable after the Effective Time but no later than three business days following the Effective Time, the Exchange Paying Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into or Preferred Stock (collectively, the right to receive Merger Consideration pursuant to Section 2.01"Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationthe consideration payable therefor pursuant to Section 2.01. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that the consideration which such holder has the right to receive pursuant to the provisions of this Article II2, and the Certificate so surrendered shall forthwith be canceled. If any holder of Common Stock or Preferred Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, stolen or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity agreement in form and substance reasonably satisfactory to the Parent. In the event of a transfer of ownership of Company Common Stock that payment is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may requested to be issued made to a person other than the person in whose name a surrendered Certificate is registered in the books of the Company, cash representing the consideration payable pursuant to Section 2.01 may be paid to a Person other than the Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes (as defined in Section 3.01(j)(ix)) required by such transfer and by reason of payment of the issuance of shares of Parent Common Stock consideration specified in Section 2.01 to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by the consideration specified in this Section 2.02Article 2. No interest shall will be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article 2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, TAC shall instruct the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common MINRAD Stock whose shares were converted into the right to receive Merger Consideration shares of TAC Stock pursuant to Section 2.013, (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 TAC may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of TAC Stock. Upon surrender of a Certificate Certificates for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a certificate therefore certificates representing that the number of whole shares of Parent Common TAC Stock (together with cash in lieu of fractional sharesafter aggregating all Certificates surrendered by such holder) that into which such holder has the right to receive is entitled pursuant to the provisions of this Article II, Section 3 and any dividends or distributions payable pursuant to Section 4(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 TAC Stock into which such shares of MINRAD Stock shall have been so converted and any dividends or distributions payable pursuant to Section 4(d) No interest will be paid or accrued on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of Company Common shares of MINRAD Stock that is not registered in the transfer records of the Companya MINRAD, a certificate representing the appropriate proper number of shares of Parent Common TAC Stock may be issued to a person other than the person in whose name transferee if the Certificate so surrendered representing such shares of MINRAD Stock is registeredpresented to the Exchange Agent, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer accompanied by all documents required to evidence and the person requesting such payment shall pay any transfer or other taxes required by effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretopaid.

Exchange Procedures. As soon as reasonably practicable after the Effective Time (and in any event within three business days after the Effective Time), SWAT and the Surviving Corporation shall use their commercially reasonable efforts to cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into Shares (the right to receive Merger Consideration pursuant to Section 2.01, “Certificates”) (ia) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent SWAT may reasonably specify) ; and (iib) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger ConsiderationConsideration in accordance with the terms of this Agreement. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that (i) shares of SWAT Common Stock representing, in the aggregate, the whole number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 2.1 (together with after taking into account all Shares then held by such holder) and (ii) a check in the amount equal to the cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article ARTICLE II, including cash in lieu of any dividends and other distributions pursuant to Section 2.5, and the Shares formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock 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 payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02ARTICLE II, each Certificate shall be deemed at any time after the Effective Time Date to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.02payable upon surrender of the Certificates. No interest shall will be paid or will accrue on any cash payable upon surrender pursuant to Section 2.5 or Section 2.7. In the event of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights a transfer of ownership with respect to of Shares which is not registered in the Parent transfer records of the Company, shares of SWAT Common Stock held by it from time to time hereunderevidencing, except that it shall receive in the aggregate, the proper number of shares of SWAT Common Stock and hold all any dividends or other distributions paid or distributed to which such holder is entitled pursuant to Section 2.5, may be issued with respect thereto for to such Shares to such a transferee if the account of persons entitled theretoCertificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Transfer Taxes have been paid.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Common Stock whose Stock, other than shares were converted into the right to receive Merger Consideration pursuant to be canceled or retired in accordance with Section 2.012.01(b), (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Considerationcertificates representing shares of Parent Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article II, cash in lieu of fractional shares of Parent Common Stock, and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing the appropriate proper number of shares of Parent Common Stock, and cash in lieu of fractional shares of Parent Common Stock and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(e), 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 payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.of

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Exchange Surviving Corporation shall cause the Paying Agent shall to mail to each Person who was, as of immediately prior to the Effective Time, a holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding any shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(each, a “Certificate”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall otherwise be in such form and have such other provisions as Parent may reasonably specify) customary form), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender Each holder of record of a Certificate for cancelation shall, upon surrender to the Exchange Paying Agent or to of such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCertificate, together with such letter of transmittal, duly executedexecuted and in proper form, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the amount of cash which the number of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has Certificate shall have been converted into the right to receive pursuant to the provisions of this Article IISection 3.01(c), and the Certificate so surrendered shall forthwith be canceled. As promptly as practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to issue and deliver to each Person who was, as of immediately prior to the Effective Time, a holder of uncertificated shares of Company Common Stock represented in book-entry form (“Book-Entry Shares”), other than with respect to shares to be canceled in accordance with Section 3.01(b) and shares the holders of which have complied with each of clauses (i) and (ii) of Section 3.01(d), a check or wire transfer for the amount of cash which such Book-Entry Shares shall have been converted into the right to receive pursuant to Section 3.01(c), without such holder being required to deliver a Certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, but only if such Certificate shall be is properly endorsed or otherwise be is in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes similar Taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable; provided, however, that payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. Until Each Book-Entry Share and, until surrendered as contemplated by this Section 2.023.03(b), each Certificate Certificate, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated which the holder thereof has the right to receive in respect of such Certificate or Book-Entry Share pursuant to this Article III, except for Certificates and Book-Entry Shares in respect of Appraisal Shares, which shall be deemed to represent the right to receive the consideration due with respect to such Appraisal Shares in accordance with Section 3.01(d) to the extent provided by this Section 2.02351.455 or the MGBCL. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote Certificates or exercise any rights of ownership with respect Book-Entry Shares pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective ------------------- Time, the Exchange Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were are being converted into the right to receive Merger Consideration Parent Common Stock pursuant to Section 2.012.1 and the Merger Agreement, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger ConsiderationParent Common Stock. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that the number of whole shares of Parent Common Stock (together with cash in lieu to which the holder of fractional shares) that such holder has the right to receive Company Common Stock is entitled pursuant to the provisions of this Article II, and the Section 2.1. The Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in on the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may be issued delivered to a person other than the person in whose name transferee if the Certificate so surrendered representing such capital stock of the Company is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer presented to the Exchange Agent and the person requesting such payment shall pay any transfer or other taxes accompanied by all documents required by to evidence and effect such transfer and by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent evidence that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.022.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration the number of shares of Parent Common Stock as contemplated provided by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender 2 and the provisions of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoCalifornia Code.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall be instructed to mail to each record holder of record (other than the Company, Qwest, Qwest Subsidiary and their respective Wholly-Owned Subsidiaries) of a certificate Certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares Certificates a form of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (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 specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Companyof a Certificate, together with such letter of transmittal, transmittal duly executed, executed and such other documents as may reasonably be required by completed in accordance with the Exchange Agentinstructions thereon, the holder of such Certificate shall be entitled to receive in exchange therefor (1) a certificate Qwest Certificate representing that number of whole shares of Parent Qwest Common Stock (together with cash in lieu of fractional shares) that which such holder has the right to receive pursuant to the provisions of this Article IISection 1.1(a), (2) certain dividends or other distributions in accordance with Section 1.1(e) and (3) cash in lieu of any fractional share in accordance with Section 1.1(f), and the such Certificate so surrendered shall forthwith be canceledcancelled. In No interest shall be paid or accrued on the event Merger Consideration, on any such dividend or other distribution or on cash payable in lieu of a transfer any fractional share of ownership Qwest Common Stock. All distributions to holders of Company Common Stock that Certificates shall be subject to any applicable federal, state, local and foreign tax withholding, and such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Certificates in respect of which such deduction and withholding was made. If the Merger Consideration is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock may to be issued distributed to a person other than the person in whose name the Certificate so surrendered is registered, if it shall be a condition of such distribution that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer (including signature guarantees, if required by the Surviving Corporation in its sole discretion) and that the person requesting such payment distribution shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock such distribution to a person other than the registered holder of such the Certificate or surrendered or, in the alternative, establish to the satisfaction of Parent the Qwest Subsidiary that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02The Surviving Corporation shall pay all charges and expenses, each Certificate shall be deemed at any time after including those of the Effective Time to represent only Exchange Agent, in connection with the right to receive upon such surrender distribution of the Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretoConsideration.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose (other than shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, of Restricted Stock) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, if any, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent and which shall otherwise be in such customary form reasonably satisfactory to the Company and have such other provisions as Parent may reasonably specifyParent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Upon Each holder of record of shares of Common Stock shall, (x) upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to of any such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyCertificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, or (y) upon receipt of an “agent’s message” by the holder Paying Agent (or such other evidence, if any, of such Certificate shall transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor a certificate representing that the amount of cash which the number of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that previously represented by such holder has Certificate or the Uncertificated Shares, as applicable, shall have been converted into the right to receive pursuant to the provisions Section 3.01(c), without any interest thereon and less any required withholding of this Article IItaxes, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered, registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.023.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by which the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Section 2.02Article III. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote Certificates or exercise any rights of ownership with respect Uncertificated Shares pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article III.

Exchange Procedures. As soon as reasonably practicable possible after the Effective TimeClosing Date (but in any event within three (3) Business Days), the Exchange Surviving REIT shall cause the Paying Agent shall to mail to each holder of record of a certificate Certificate or certificates (the "Certificates") that Certificates that, immediately prior to the REIT Merger Effective Time Time, represented outstanding shares of Company Common Stock Shares or that, immediately prior to the Partnership Merger Effective Time, represented Partnership Common Units whose shares or units, as applicable, were converted into the right to receive or be exchanged for the Company Common Share Merger Consideration, Partnership Merger Consideration or OP LP LLC Membership Interests, as applicable, pursuant to Section 2.01, Sections 2.1 and 2.2: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Company Common Share Merger Consideration, Partnership Merger Consideration or OP LP LLC Membership Interests, as applicable, to which the holder thereof is entitled. Upon surrender of a Certificate for cancelation cancellation to the Exchange Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent and reasonably acceptable to the CompanyParent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Company Common Share Merger Consideration, Partnership Merger Consideration or OP LP LLC Membership Interests, as applicable, payable in respect of whole shares of Parent the Company Common Stock (together with cash in lieu of fractional shares) that Shares or Partnership Common Units, as applicable, previously represented by such holder has the right to receive Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares or Partnership Common Units that is not registered in the transfer records of the CompanyCompany or Partnership, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.022.3, each Certificate shall be deemed at any time after the Effective Time Closing Date to represent only the right to receive receive, upon such surrender surrender, the Company Common Share Merger Consideration, Partnership Merger Consideration or OP LP LLC Membership Interests, as applicable, as contemplated by this Section 2.022.3. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Exchange Agent shall mail will distribute to each former holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Primal Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01Stock, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates surrender to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender cancellation of the Certificates in exchange for Merger Consideration. Upon surrender of one or more certificates, accompanied by a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the Company, together with such duly executed letter of transmittal, duly executedthat theretofore evidenced shares of Primal Common Stock, certificates evidencing the appropriate number of shares of Xxxxx Preferred Stock into which such shares of Primal Common Stock were converted pursuant to the Merger, less such holder's pro rata share of the Escrow Shares, and any dividends or distributions related thereto which such other documents as may reasonably be required by the Exchange Agent, the former holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Primal Common Stock (together with cash in lieu of fractional shares) that such holder has the right is entitled to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledSection 2. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of If shares of Parent Common Xxxxx Preferred Stock may are to be issued to a person Person other than the person Person in whose name the Certificate so surrendered is certificate or certificates are registered, if such Certificate it will be a condition of issuance of Xxxxx Preferred Stock that the surrendered certificate or certificates shall be properly endorsed endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any transfer or other taxes Taxes required by such transfer and by reason of the issuance of shares of Parent Common Xxxxx Preferred Stock to a person Person other than the registered holder of the surrendered certificate or certificates or such Certificate or Person shall establish to the satisfaction of Parent Xxxxx that any such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02Notwithstanding the foregoing, each Certificate shall be deemed at any time after neither the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. The Exchange Agent shall not nor any party hereto will be entitled liable to vote or exercise any rights former holder of ownership with respect to the Parent Primal Common Stock held by it from time to time hereunder, except that it shall receive and hold all for any Xxxxx Preferred Stock or cash or dividends or other distributions paid or distributed with respect thereto for the account of persons entitled theretothereon delivered to a public official pursuant to any applicable escheat Law.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime but in any event not later than five Business Days thereafter, the Exchange Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.2, (i) a letter of transmittal (in customary form which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole cash which the shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that theretofore represented by such Certificate entitle such holder has the right to receive pursuant to the provisions of this Article II, 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the appropriate number of shares of Parent Common Stock payment may be issued made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration as contemplated by this into which the shares of Company Common Stock shall have been converted pursuant to Section 2.022.2. No interest shall be paid or shall accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis Article 2.

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

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and in any event within five (5) Business Days following the Closing Date, Parent shall mail or shall cause the Exchange Paying Agent shall to mail to each record holder of record shares of a certificate or certificates (the "Certificates") that Company Common Stock as of immediately prior to the Effective Time represented outstanding Time, in each case whose shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.012.01(b)(ii), (i) a form of letter of transmittal (which shall (A) include an accompanying IRS Form W-9 or the applicable IRS Form W‑8, (B) specify that delivery shall be effected, effected and risk of loss and title to the Certificates held by such person shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent Paying Agent, and shall (C) be in such a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyXxxxxx, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number the Merger Consideration with respect to each share of whole shares of Parent Company Common Stock (together with cash in lieu of fractional shares) that represented by such holder has the right to receive pursuant to the provisions of this Article II, Certificate and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the stock transfer records books of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration in exchange therefor may be issued made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any stamp, transfer or other similar taxes required by such transfer and by reason of the issuance of shares of Parent Common Stock payment to a person other than the registered holder of such Certificate or otherwise establish to the satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as contemplated by this Section 2.02. No interest shall be paid or shall accrue on any the cash payable upon surrender of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event within five business days thereafter, Parent shall cause the Exchange Paying Agent shall to mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01, 2.01(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and which shall be in such form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for Merger Considerationcash. Upon surrender of a Book-Entry Share or a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyPaying Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a certificate representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) Merger Consideration that such holder has the right is entitled to receive pursuant to the provisions of this Article IIII with respect to the shares of Company Common Stock previously represented by such Book-Entry Share or Certificate, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing payment of the appropriate number of shares of Parent Common Stock Merger Consideration may be issued made to a person other than the person in whose name the Certificate so surrendered is registeredregistered if, if upon presentation to the Paying Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and transfer. In such case, the person requesting such payment shall pay amount of any stock transfer or other taxes required by similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer and by reason to such other person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Paying Agent of the issuance of shares of Parent Common Stock to a person other than the registered holder payment of such Certificate Taxes, or establish to the satisfaction of Parent that such tax has been paid or exemption therefrom, is not applicablesubmitted. Until surrendered as contemplated by this Section 2.022.02(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration upon such surrender Merger Consideration as contemplated by this Section 2.02surrender. No interest shall will be paid or will accrue on any cash payable upon surrender for the benefit of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights holders of ownership with respect to the Parent shares of Company Common Stock held by it from time on the Merger Consideration payable to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account holders of persons entitled theretoCompany Common Stock pursuant to this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquiror shall direct the Exchange Agent shall to mail or deliver to each holder of record of a stock certificate or certificates (the "Certificates") that which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01SECTION 2.1(b), or (ii) each Eligible Option Holder entitled to receive his or her Option Shares Merger Consideration pursuant to SECTION 2.2, as applicable, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent the Company and Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates or evidence of Company Stock Options in exchange for the Merger Consideration or Option Shares Merger Consideration, as applicable. Upon surrender of a Certificate for cancelation cancellation or evidence of Company Stock Options to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to the CompanyAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by Acquiror, the Surviving Corporation or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate check or wire transfer of immediately available funds representing that number the amount of whole shares of Parent Common Stock (together with cash in lieu of fractional shares) that such holder has the right to receive pursuant to the provisions of this Article IIARTICLE 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, a certificate new Certificate representing the appropriate proper number of shares of Parent Company Common Stock may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by such transfer and by reason of the issuance payment of shares of Parent Common Stock the Merger Consideration to a person Person other than the registered holder of such Certificate or establish establishes to the satisfaction of Parent Acquiror that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02SECTION 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Consideration, that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Section 2.02ARTICLE 2. No interest shall be paid or will accrue on any cash payable upon surrender to holders of any Certificate. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect Certificates pursuant to the Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account provisions of persons entitled theretothis ARTICLE 2.