Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article II.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, and in any event within five (5) Business Days thereafter, Parent IPC or its appointed designee shall cause the Exchange Agent to mail to each holder of record of shares a certificate or certificates of Company Common Stock ("Company Certificates") whose shares of Company Common Stock were are converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): Shares, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall passpass to IPC, only upon delivery of the Company Certificates to the Exchange Agent IPC and which shall be in such form and have such other provisions as Parent and the Company IPC may agreereasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Company Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger ConsiderationShares and any dividends or other distributions pursuant to Section 2.6(e). Upon surrender of a Book-Entry Share or a Certificate Company Certificates for cancellation to the Exchange AgentIPC, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder holders of such Book-Entry Share or Certificate Company Certificates shall be entitled to receive the Merger Shares in exchange therefor a check for the Merger Consideration that such holder is entitled to receive and any dividends or distributions payable pursuant to the provisions of this Article IISection 2.6(e), and the Book-Entry Share or Certificate Company Certificates so surrendered shall forthwith be canceled. In Until so surrendered, outstanding Company Certificates will be deemed from and after the event of a transfer of Effective Time, for all corporate purposes, subject to Section 2.8, to evidence the ownership of the number of full shares of IPC Common Stock into which such shares of the Company Common Stock that is not registered in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate have been so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed converted and any dividends or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise distributions payable pursuant to Section 2.6(e). Notwithstanding the immediately preceding sentenceforegoing, unless if any Company Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to IPC as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to IPC, and, thereupon, such holder shall be entitled to receive the Exchange Agent of the payment of such Taxes, Merger Shares in exchange therefor and any dividends or exemption therefrom, is submitted. Until surrendered as contemplated by this distributions payable pursuant to Section 2.2(b2.6(e), each Book-Entry Share and Certificate the Company Certificates so surrendered shall forthwith be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIcanceled.

Exchange Procedures. (a) As promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent Holdco shall cause the Exchange Agent to mail send to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted pursuant to Section 1.7 into the Stock Consideration and the right to receive the Merger Cash Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Uncertificated Company Stock shall pass, only upon (A) with respect to shares evidenced by Certificates, delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) and (B) with respect to Uncertificated Company Stock, upon proper delivery of any “agent’s message” regarding the book-entry transfer of Uncertificated Company Stock (or Book-Entry Shares such other evidence, if any, of the transfer as the Exchange Agent may reasonably request), as applicable, to the Exchange Agent and shall be in exchange a form and have such other provisions as Parent may reasonably specify) (the “Letter of Transmittal”) and (ii) instructions for cash comprising use in effecting the Merger Consideration. surrender of the Certificates or Uncertificated Company Stock. (b) Upon surrender of a Book-Entry Share Certificate or a Certificate for cancellation Uncertificated Company Stock to the Exchange Agent, Agent together with such letter a Letter of transmittalTransmittal, duly completed and validly executed, and/or and such other documents as may reasonably be reasonably required by the Exchange Agent, Holdco shall cause the Exchange Agent to, as promptly as practicable, (i) in the case of the Stock Consideration, credit in the stock ledger and other appropriate books and records of Holdco the number of shares of the holder of such Book-Entry Share Certificates of Uncertificated Company Stock into which the shares of Company Common Stock represented by such Certificate or Certificate shall be entitled Uncertificated Company Stock have been converted pursuant to receive this Agreement, and (ii) in exchange therefor the case of the Cash Consideration, pay and deliver a check for in the Merger amount of the aggregate Cash Consideration that such holder is entitled has the right to receive pursuant to the provisions of this Article II, and the Book-Entry Share Agreement together with any dividends or Certificate so surrendered shall forthwith be canceled. other distributions to which such Certificates or Uncertificated Company Stock become entitled in accordance with Section 2.3. (c) In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the transfer records of the Company, a check for the proper amount any shares of Holdco Common Stock to be credited upon, and any cash comprising the Merger Consideration shall to be issued to a Person other than the Person in whose name paid upon, due surrender of the Certificate so surrendered or Uncertificated Company Stock formerly representing such shares of Company Common Stock Holdco may cause the Exchange Agent to credit or pay, as the case may be, to such a transferee only if such Certificate or Uncertificated Company Stock is registered, if, upon presentation presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, transfer and to evidence to the amount satisfaction of the Exchange Agent that any applicable stock transfer or other similar Taxes have been paid or are not applicable. (whether imposed on the registered holder(s), or such other Person, or otherwised) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b)2.2, each Book-Entry Share Certificate and Certificate Uncertificated Company Stock shall be deemed at any time after the Effective Time to represent only represent, upon such surrender, the Stock Consideration and the right to receive upon the Cash Consideration into which the shares represented by such surrender Certificates or Uncertificated Company Stock have been converted pursuant to this Agreement, together with any dividends or other distributions to which such Certificates or Uncertificated Company Stock become entitled in accordance with Section 2.3. (e) Each Parent Certificate immediately prior to the Merger Consideration. No interest will be paid or will accrue for Effective Time shall, from and after the benefit Effective Time and as a result of holders the Merger, represent an equivalent number of shares of Company Holdco Common Stock. At the Effective Time, Holdco shall cause the Exchange Agent to credit in the stock ledger and other appropriate books and records of Holdco an equivalent number of shares of Holdco Common Stock for any uncertificated shares of Parent Common Stock (other than any Parent Cancelled Shares); provided, however, that if an exchange of Parent Certificates for new certificates is required by Law or applicable rule or regulation, or is desired at any time by Holdco, in its sole discretion, Holdco shall arrange for such exchange on a one-for-one-share basis. For the Merger Consideration payable to avoidance of doubt, from and after the Effective Time, the former holders of Company Parent Common Stock, which has been converted into Holdco Common Stock pursuant at the Effective Time, shall be entitled to this Article IIreceive any dividends and distributions which may be made with respect to such shares of Holdco Common Stock.

Exchange Procedures. As (a) Prior to the Closing, PubCo shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of distributing PubCo Ordinary Shares to HCM’s shareholders. At or before the Effective Time, PubCo shall issue to the Exchange Agent the number of shares of PubCo Ordinary Shares to be paid to the holders of HCM Ordinary Shares pursuant to Section 3.1. (b) Reasonably promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent PubCo shall send or shall cause the Exchange Agent to mail send, to each record holder of record HCM Ordinary Shares as of shares of Company Common Stock immediately prior to the Effective Time, whose shares of Company Common Stock HCM Ordinary Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i3.1(a) into the Merger Rights, a letter of transmittal in customary form and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title to Certificates shall pass, only upon delivery proper transfer of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation each share to the Exchange Agent, and which letter of transmittal will be in customary form) for use in such exchange (each, a “Letter of Transmittal”). (c) Each holder of HCM Ordinary Shares that have been converted into the Merger Rights pursuant to Section 3.1(a) shall be entitled to receive its PubCo Ordinary Shares, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), together with such letter of transmittal, a duly completed and validly executed, and/or executed Letter of Transmittal and such other documents as may reasonably be reasonably required requested by the Exchange Agent, the holder of such Book-Entry Share or Certificate . No interest shall be entitled paid or accrued upon the transfer of any share. (d) Promptly following the date that is one year after the Effective Time, PubCo shall instruct the Exchange Agent to receive deliver to PubCo all documents in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant its possession relating to the provisions of this Article IItransactions contemplated hereby, and the Book-Entry Share or Certificate so surrendered Exchange Agent’s duties shall forthwith terminate. Thereafter, any PubCo Ordinary Shares that remain unclaimed shall be canceled. In returned to PubCo for no consideration (om niet), and any Person that was a holder of HCM Ordinary Shares as of immediately prior to the event of a transfer of ownership of shares of Company Common Stock Effective Time that has not exchanged such Person’s Merger Rights for PubCo Ordinary Shares in accordance with this Section 3.2 prior to the date that is not registered one year after the Effective Time, may transfer such Merger Rights to PubCo and (subject to applicable abandoned property, escheat and similar Laws) receive in the transfer records consideration therefor, and PubCo shall promptly deliver, such applicable PubCo Ordinary Shares without any interest thereupon. None of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed Parties or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at liable to any time after the Effective Time Person in respect of any PubCo Ordinary Shares delivered to represent only the right a public official pursuant to receive upon and in accordance with any applicable abandoned property, escheat or similar Laws. If any such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock shall not have been transferred immediately prior to such date on the Merger Consideration which any amounts payable to holders of Company Common Stock pursuant to this Article IIIII would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Paying Agent to mail to each holder of record of (i) a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose (the “Certificates”) or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): 3.1, (iA) a letter of transmittal (which, in customary form (which the case of Certificates, 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 agreereasonably specify) and (iiB) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Uncertificated Shares in exchange for cash comprising the Merger Consideration. Upon (1) surrender of a Book-Entry Share or a Certificate Certificates for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto or (2) or receipt of an “agent’s message” by the Paying Agent (or such other evidence, and/or if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, and such other documents as may reasonably be reasonably required by the Exchange Paying Agent, the holder of such Book-Entry Share Certificates or Certificate Uncertificated Shares shall be entitled to receive in exchange therefor a check for the portion of the Merger Consideration that to which such holder is entitled to receive pursuant to the provisions of this Article IISection 3.1, and the Book-Entry Share or Certificate any Certificates so surrendered shall forthwith be canceledcancelled. In the event If any portion of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall is to be issued paid to a Person other than the Person in whose name the surrendered Certificate so surrendered or the transferred Uncertificated Share is registered, if, upon presentation it shall be a condition to the Exchange Agent, such payment that (I) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer. In transfer or such case, Uncertificated Share shall be properly transferred and (II) the amount of Person requesting such payment shall pay to the Paying Agent any stock transfer or other similar Taxes (whether imposed on required as a result of such payment to a Person other than the registered holder(s), or such other Person, or otherwise) payable on account holder of such issuance Certificate or transfer to such other Person shall be deducted from the amount otherwise payable pursuant Uncertificated Share or establish to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent satisfaction of the payment of Parent that such Taxes, Tax has been paid or exemption therefrom, is submittednot payable. Until surrendered as contemplated by this Section 2.2(b3.2(b), each Book-Entry Certificate or Uncertificated Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIupon such surrender.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, Time and in any no event within five later than three (53) Business Days thereafterfollowing the Effective Time, the Parent shall, and shall cause the Surviving Company to, cause the Exchange Agent to mail to each holder of record of shares of outstanding Company Common Stock whose shares of Company Common Stock Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (iA) a letter of transmittal (“Letter of Transmittal”), in customary form (and with such other provisions as reasonably agreed upon by the Company and the Parent prior to the Effective Time, which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to Certificates Company Shares represented by certificate (“Certificates”) or Company Shares registered in the transfer books of the Company in book-entry (“Book-Entry Shares”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or transfer of any Book-Entry Shares to the Exchange Agent; and (B) instructions for use in effecting the surrender of the Certificates or the transfer of Book-Entry Shares in exchange for cash comprising the Merger Consideration. . (ii) Upon (A) surrender of a Certificate (or affidavit of loss in lieu thereof) or transfer of any Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly a properly completed and validly executedexecuted Letter of Transmittal or (B) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, and/or if any, of transfer as the Exchange Agent may reasonably request) in the case of transfer of a Book-Entry Share, and such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration for each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this ARTICLE II plus any Fractional Share Consideration that such holder is entitled has the right to receive pursuant to the provisions of this Article IISection 2.1(a)(ii) and any amounts that such holder has the right to receive in respect of dividends or distributions to which holders of Company Shares may be entitled pursuant to Section 2.2(e), by mail or by wire transfer after the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or “agent’s message” or other evidence, and the Certificate (or affidavit of loss in lieu thereof) so surrendered or the Book-Entry Share so transferred, as applicable, shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Until surrendered or transferred as contemplated by this Section 2.2, each Certificate so surrendered and Book-Entry Share shall forthwith be canceleddeemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this ARTICLE II. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or the Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares and any dividends or distributions to which such holder may be entitled pursuant to Section 2.2(e). (iii) In the event of a transfer of ownership of shares of Company Common Stock Shares that is not registered in the transfer records of the Company, it shall be a check condition of payment that any Certificate or Book-Entry Share surrendered or transferred in accordance with the procedures set forth in this Section 2.2 shall be properly endorsed or shall be otherwise in proper form for transfer, and that the proper amount Person requesting such payment shall have paid any transfer Taxes and other Taxes required by reason of cash comprising the payment of the Merger Consideration shall be issued to a Person other than the Person in whose name registered holder of the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s)surrendered, or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate transferred, or shall be deemed at any time after have established to the Effective Time to represent only reasonable satisfaction of the right to receive upon Parent that such surrender the Merger Consideration. No interest will be Tax either has been paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIis not applicable.

Exchange Procedures. As promptly as practicable Promptly (and in any event no more than three Business Days) after the Effective Time, and in any event within five (5) Business Days thereafter, Parent the Surviving Corporation shall cause instruct the Exchange Agent to mail to each holder of record of a certificate (or 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 2.1(a)(i): “Certificates”) (i) a form of a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates Certificates, together with such letter(s) of transmittal properly completed and duly executed, to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreeAgent) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger ConsiderationConsideration payable in respect of the shares of Company Common Stock represented by such Certificates. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly properly completed and validly duly executed, and/or and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that payable in respect of the shares of Company Common Stock represented by such holder is entitled to receive pursuant to the provisions of this Article II, 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 check for the proper amount of cash comprising the Merger Consideration shall payable in respect of such shares of Company Common Stock may be issued paid to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such shares of Company Common Stock is registered, if, upon presentation presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of transfer and by evidence that any stock applicable transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedhave been paid. Until surrendered as contemplated by this Section 2.2(b)3.2, each Book-Entry Share and 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. No interest will be paid or will accrue for Consideration payable in respect of the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIrepresented by such Certificate.

Exchange Procedures. (a) As promptly soon as reasonably practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to shall mail to each holder of record of Certificate(s) or Book-Entry Shares which, 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 2.1(a)(i): 1.4 and any cash in lieu of fractional shares of Purchaser Common Stock to be issued or paid in consideration therefor (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates Certificate(s) or Book-Entry Shares shall pass, only upon delivery of the Certificates Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) or Book-Entry Shares to the Exchange Agent and which shall be substantially in such form and have such other provisions as Parent and shall be prescribed by the Company may agreeExchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereofCertificate(s) or Book-Entry Shares in exchange for cash comprising the applicable Merger Consideration. , any cash in lieu of fractional shares of Purchaser Common Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holder is entitled pursuant to Section 2.3(c). (b) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Shares, accompanied by a properly completed Letter of Transmittal, a holder of Company Common Stock will be entitled to receive promptly after the Effective Time the applicable Merger Consideration and any cash in lieu of fractional shares of Purchaser Common Stock to be issued or paid in consideration therefor in respect of the shares of Company Common Stock represented by its Certificate(s) or Book Entry Shares. Until so surrendered, each such Certificate or Book-Entry Shares shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the applicable Merger Consideration and any cash in lieu of fractional shares of Purchaser Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Purchaser Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Purchaser Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share or a Certificate for cancellation in accordance with this Article II. Subject to the Exchange Agenteffect of applicable abandoned property, together with escheat or similar laws, following surrender of any such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Share or Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive in exchange therefor receive, without interest, (i) the amount of dividends or other distributions with a check for record date after the Merger Consideration that such holder is entitled to receive pursuant Effective Time theretofore payable with respect to the provisions whole shares of this Article II, and the Purchaser Common Stock represented by such Certificate or Book-Entry Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Purchaser Common Stock represented by such Certificate so surrendered shall forthwith be canceled. or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of shares of a Certificate or Book-Entry Shares representing Company Common Stock that is not registered in the stock transfer records of the Company, a check for the proper amount shares of Purchaser Common Stock and cash in lieu of fractional shares of Purchaser Common Stock comprising the Merger Consideration shall be issued or paid in exchange therefor to a Person person other than the Person person in whose name the Certificate or Book-Entry Shares so surrendered is registered, if, upon presentation to registered if the Exchange Agent, Certificate or Book-Entry Shares formerly representing such Certificate Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer. In transfer and the person requesting such case, the amount of payment or issuance shall pay any stock transfer or other similar Taxes (whether imposed on taxes required by reason of the payment or issuance to a person other than the registered holder(s)holder of the Certificate or Book-Entry Shares, or such other Personestablish to the reasonable satisfaction of Purchaser that the tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or otherwisetermination of the Exchange Agent Agreement, Purchaser or the Surviving Company) payable on account of such issuance or transfer to such other Person shall be deducted entitled to deduct and withhold from the amount any cash in lieu of fractional shares of Purchaser Common Stock otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory this Agreement to any holder of Company Common Stock such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign tax law, with respect to the payment making of such Taxespayment. To the extent the amounts are so withheld by the Exchange Agent, Purchaser or exemption therefromthe Surviving Company, is submitted. Until surrendered as contemplated by this Section 2.2(b)the case may be, each Book-Entry Share and Certificate timely paid over to the appropriate Governmental Entity, such withheld amounts shall be deemed at any time after treated for all purposes of this Agreement as having been paid to the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders holder of shares of Company Common Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (e) After the Effective Time, there shall be no transfers on the Merger Consideration payable to holders stock transfer books of Company of the shares of Company Common Stock pursuant that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the applicable Merger Consideration and any cash in lieu of fractional shares of Purchaser Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Purchaser Common Stock shall be issued upon the surrender of Certificates for exchange, no dividend or distribution with respect to Purchaser Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Purchaser. In lieu of the issuance of any such fractional share, Purchaser shall pay to each former shareholder of Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average, rounded to the nearest one ten-thousandth, of the closing sale prices of Purchaser Common Stock based on information reported by the Toronto Stock Exchange (“TSX”) as reported in The Toronto Stock Exchange Daily Record (with each such trading day’s applicable price converted into United States dollars using the noon rate of exchange reported with respect to such day by the Bank of Canada) for the five (5) trading days immediately preceding the Effective Time by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Purchaser Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company as of the one year anniversary of the Effective Time may be paid to Purchaser. In such event, any former shareholders of Company who have not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares and any unpaid dividends and distributions on the Purchaser Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Purchaser or the Exchange Agent, the posting by such person of a bond in such amount as Purchaser may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. As promptly (a) Promptly after the execution of this Agreement, Parent shall designate and appoint a bank or trust company reasonably acceptable to the Company to act as practicable exchange agent hereunder (the “Exchange Agent”) for the purpose of exchanging Certificates. (b) Promptly after the Effective Time, and but in any event within not more than five (5) Business Days thereafterafter the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record as of immediately prior to the Effective Time of shares of Company Common Stock whose shares of (each such holder, a “Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): Holder”), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates each Certificate representing any shares of Company Common Stock held by such Company Common Stock Holder shall pass, only upon delivery of the Certificates completed letter of transmittal and such Certificate to the Exchange Agent and which shall be in such form and have such other provisions as Parent and the Company may shall mutually agree) and (ii) instructions for use in surrendering effecting the Certificates (or affidavits surrender of loss in lieu thereof) or Book-Entry Shares each such Certificate in exchange for cash comprising the total amount of Merger Consideration that such Company Common Stock Holder is entitled to receive in exchange for such holder’s shares of Company Common Stock in the Merger Considerationpursuant to this Agreement. From and after the Effective Time, until surrendered as contemplated by this Section 3.2, each Certificate representing shares of Company Common Stock held by a Company Common Stock Holder shall be deemed to represent only the right to receive the total amount of Merger Consideration to which such Company Common Stock Holder is entitled in exchange for such shares of Company Common Stock as contemplated by Section 2. (c) Promptly after the Effective Time, Parent shall cause the Exchange Agent to (i) mail to each holder of Uncertificated Shares (other than Excluded Shares) materials advising such holder of the effectiveness of the Merger and the conversion of their Shares into the right to receive the Merger Consideration and (ii) issue in registered form to each holder of Uncertificated Shares that number of whole shares of Parent Stock that such holder is entitled to receive in respect of each such Uncertificated Share pursuant to this Agreement, cash in lieu of fractional shares in respect of each such Uncertificated Share and any dividends and other distributions in respect of the Parent Stock to be issued or paid pursuant to Section 3.3. (d) Upon surrender of by a Book-Entry Share or a Certificate for cancellation Company Common Stock Holder to the Exchange AgentAgent of all Certificates representing such holder’s shares of Company Common Stock, together with such a letter of transmittal, transmittal duly completed and validly executedexecuted in accordance with the instructions thereto, and/or and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Book-Entry Share or Certificate each Company Common Stock Holder shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, (and the Book-Entry Share Exchange Agent shall mail to such Company Common Stock Holder within ten (10) Business Days following such surrender): (i) a certificate (or Certificate so surrendered shall forthwith be canceled. In certificates in the event aggregate) representing the number of a transfer whole shares of ownership of Parent Stock, if any, into which such holder’s shares of Company Common Stock that is not registered represented by such holder’s properly surrendered Certificates were converted in the transfer records of the Companyaccordance with Section 2, and such Certificates so surrendered shall be forthwith canceled, and (ii) a check for in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.7) equal to (A) the proper amount of cash comprising the Merger Consideration shall in lieu of a fractional share of Parent Stock to be issued paid pursuant to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(sSection 2.1(c)), or if any, into which such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of holder’s shares of Company Common Stock on represented by such holder’s properly surrendered Certificates were converted in accordance with Section 2, plus (B) any cash dividends and other distributions that such holder has the Merger Consideration payable right to holders of Company Common Stock receive pursuant to this Article IISection 3.3.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, Time and in any event within five three (53) Business Days thereafterfollowing the Closing Date, the Surviving Corporation or Parent shall cause the Exchange Paying Agent to mail to each holder of record of shares of Company Common Stock a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): 2.01(c), (i) a form of letter of transmittal in customary form (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates held by such person shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent Paying Agent, and which shall be in a customary form and have such other customary provisions as Parent and the Company may agreereasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Notwithstanding the foregoing, any holder of shares of Company Common Stock held in book-entry form shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Merger Consideration pursuant to Section 2.01(c) in respect thereof and shall, upon receipt of an “agent’s message” in customary form at the Effective Time (or such other customary evidence, if any, as the Paying Agent may reasonably request) be deemed to have surrendered the Certificate with respect to such shares of Company Common Stock held in book-entry form. Upon surrender (or deemed surrender) of a Book-Entry Share or a Certificate for cancellation cancelation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by P▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, and/or as applicable, and such other documents as may reasonably be reasonably required by the Exchange Paying Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the amount of cash equal to the Merger Consideration that such holder is entitled has the right to receive pursuant to the provisions of this Article IISection 2.01(c), 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 stock transfer records books of the Company, a check for the proper amount payment of cash comprising the Merger Consideration shall in exchange therefor may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In , and the person requesting such case, the amount of payment shall pay any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent taxes required by reason of the payment to a person other than the registered holder of such Taxes, Certificate or exemption therefrom, establish to the satisfaction of the Surviving Corporation that such tax has been paid or is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationnot applicable. No interest will shall be paid or will shall accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration cash payable to holders upon surrender of Company Common Stock pursuant to this Article IIany Certificate.

Exchange Procedures. (i) Not more than 45 days nor fewer than 30 days prior to the Effective Date, First National, as the exchange agent ("Exchange Agent"), will mail a form of election (the "Form of Election") to each shareholder of record of SWVA as of a record date as close as practicable to the date of mailing and mutually agreed to by SWVA and FNB. The Exchange Agent shall enter into a written agreement with FNB and SWVA detailing its duties and responsibilities and shall furnish evidence of liability insurance for such activities in a form substantially similar to Exhibit B. In addition, the Exchange Agent will use its best efforts to make the Form of Election available to the persons who become shareholders of SWVA during the period between such record date and the Effective Date. Any election to receive Merger Consideration will have been properly made only if the Exchange Agent shall have received on the fifth business day immediately preceding the Effective Date (the "Election Deadline"), a Form of Election properly completed and accompanied by a SWVA Certificate ("Certificate(s)") for the shares to which such Form of Election relates, acceptable for transfer on the books of SWVA (or an appropriate guarantee of delivery), as set forth in such Form of Election. An election may be revoked only by written notice received by the Exchange Agent prior to 5:00 p.m. on the Election Deadline. If an election is so revoked, the Certificate(s) (or guarantee of delivery, as appropriate) to which such election relates will be promptly returned to the person submitting the same to the Exchange Agent. (ii) As promptly soon as reasonably practicable after the Effective TimeDate, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to will mail to each holder of record of shares of Company Common Stock a Certificate, whose shares of Company SWVA Common Stock were converted into the right to receive the Merger Consideration pursuant and those who failed to Section 2.1(a)(i): return a properly completed Form of Election, (i) a letter of transmittal in customary form (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 which shall will be in such form and have such other provisions as Parent and the Company Exchange Agent may agreespecify consistent with this Agreement) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon . (iii) With respect to properly made elections in accordance with Section 3.1(i), and upon surrender in accordance with Section 3.1(ii) of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or and such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall will be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled has the right to receive pursuant to the provisions of this Article II2, and the Book-Entry Share or Certificate so surrendered shall will forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares that is are not registered in the transfer records of SWVA, as the Companycase may be, a check for the proper amount of cash comprising the Merger Consideration shall payment may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer. In transfer and the person requesting such case, the amount of issuance pays any stock transfer or other similar Taxes (whether imposed on taxes required by reason of such payment to a person other than the registered holder(s), or such other Person, or otherwise) payable on account holder of such issuance Certificate or transfer to such other Person shall be deducted from the amount otherwise payable pursuant establishes to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent satisfaction of the payment of FNB that such Taxes, tax has been paid or exemption therefrom, is submittednot applicable. Until surrendered as contemplated by this Section 2.2(b)3.1, each Book-Entry Share and Certificate shall will be deemed at any time after the Effective Time Date to represent only the right to receive upon such surrender the Merger ConsiderationConsideration that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of Article 2. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration any cash payable to holders of Company Common Stock Certificates pursuant to this the provisions of Article II2.

Exchange Procedures. As promptly The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of a non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) that immediately before 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 2.1(a)(i): 2.01(c), (i) a letter of transmittal in customary a form reasonably agreed between the parties (which shall specify that delivery shall be effected, and risk of loss and title to Certificates the Book Entry Shares shall pass, only upon delivery of the Certificates Book Entry Shares to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreeAgent) and (ii) instructions for use in surrendering effecting the Certificates (or affidavits surrender of loss in lieu thereof) or Book-the Book Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Book Entry Share or a Certificate Shares for cancellation cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or and such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Book-Book Entry Share or Certificate Shares shall be entitled to receive in exchange therefor a check for the Merger Consideration that number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such holder is entitled to receive Book Entry Shares shall have been converted pursuant to Section 2.01(c) (Conversion of Company Common Stock) into the provisions of this Article IIright to receive, and the Book-Book Entry Share or Certificate Shares 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 check for the proper amount of cash comprising the Merger Consideration shall payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate Book Entry Shares so surrendered is registered, if, upon presentation to the Exchange Agent, registered if such Certificate Book Entry Shares shall be properly endorsed or otherwise be in proper form for transfer. In transfer and the Person requesting such case, the amount of payment shall pay any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent taxes required by reason of the payment to a Person other than the registered holder of such TaxesBook Entry Shares or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Subject to the last sentence of Section 2.02(c), or exemption therefrom, is submitted. Until until surrendered as contemplated by this Section 2.2(b)2.02, each Book-Book Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for Consideration into which the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock theretofore represented by such Book Entry Share have been converted pursuant to this Article IISection 2.01(c).

Exchange Procedures. As promptly as practicable after following the Effective Time, and in any no event within five later than the fourth (54th) Business Days business day thereafter, Parent shall cause the Exchange Paying Agent to mail to each holder of record of a certificate (an “Amedisys Certificate”) that immediately prior to the Effective Time represented outstanding shares of Company Amedisys Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery of Amedisys Certificates shall be effected, and risk of loss and title to the Amedisys Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Amedisys Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, and which shall be in the form and have such other provisions as are reasonably acceptable to Parent and Amedisys) and (ii) instructions (which instructions shall be in the form and have such other provisions as are reasonably acceptable to Parent and Amedisys) for use in effecting the surrender of the Amedisys Certificates in exchange for cash comprising the Per Share Merger Consideration. Upon surrender of a Book-Entry Share an Amedisys Certificate (or a Certificate affidavit of loss in lieu thereof) for cancellation to the Exchange Paying Agent, together with such a letter of transmittal, transmittal duly completed and validly executedexecuted in accordance with the instructions thereto, and/or and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Book-Entry Share or Amedisys Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration. No holder of record of a check for the Merger Consideration book-entry share (an “Amedisys Book-Entry Share”) that such holder is entitled to receive pursuant immediately prior to the provisions Effective Time represented outstanding shares of this Article IIAmedisys Common Stock shall be required to deliver an Amedisys Certificate or letter of transmittal or surrender such Amedisys Book-Entry Shares to the Paying Agent, and in lieu thereof, upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder of such Amedisys Book-Entry Share shall be entitled, upon or Certificate so surrendered shall forthwith be canceledfollowing the Effective Time, to receive in exchange therefor the Per Share Merger Consideration. In the event of a transfer of ownership of shares of Company Common Stock that is not registered Until surrendered, in the transfer records case of an Amedisys Certificate, or exchanged for, in the Companycase of an Amedisys Book-Entry Share, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such each case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b3.2(c), each Amedisys Certificate or Amedisys Book-Entry Share and Certificate shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive upon such surrender the Merger ConsiderationConsideration as contemplated by this Section 3.2(c). The Paying Agent shall accept such Amedisys Certificates (or affidavits of loss in lieu thereof) and make such payments and deliveries with respect to Amedisys Book-Entry Shares 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. No interest will shall be paid or will accrue accrued for the benefit of holders of shares of Company Common Stock the Amedisys Certificates or Amedisys Book-Entry Shares on the Merger Consideration or any cash payable hereunder. With respect to holders Amedisys Book-Entry Shares held, directly or indirectly, through DTC, Parent and Amedisys shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time and in any event on the Closing Date, upon surrender of Company Common Stock such Amedisys Book-Entry Shares in accordance with DTC’s customary surrender procedures and such other procedures as agreed by ▇▇▇▇▇▇, Amedisys, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Article IIIII.

Exchange Procedures. As (a) Promptly following the Effective Time of the Merger, Purchaser shall deposit or cause to be deposited with the Paying Agent for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 3.2, cash in that amount as is equal to the aggregate Merger Consideration required to be paid pursuant to Section 3.1 in exchange for the shares of Company Common Stock outstanding immediately prior to the Effective Time of the Merger (the “Exchange Fund”). The Transfer Agent shall invest the Exchange Fund as directed by Purchaser on a daily basis. Purchaser shall be obligated to promptly as practicable deposit funds in the Exchange Fund to make up any difference if at any time the amount in the Exchange Fund is less than the aggregate Merger Consideration less amounts paid by the Paying Agent to holders of shares of Company Common Stock. The Exchange Fund shall not be used for any other purpose, it being understood that any and all interest earned on and other income resulting from investment of the Exchange Fund shall be promptly paid to Purchaser. (b) Within ten Business Days after the Effective Time, and in any event within five (5) Business Days thereafter, Parent Purchaser shall cause the Exchange Paying Agent to mail to each holder of record of shares a Certificate, other than holders of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): Certificates representing Dissenting Shares and Treasury Shares, (i) a form of letter of transmittal in customary form (transmittal, which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in customary form and have such other provisions as Parent Purchaser and the Company may agree) reasonably agree and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender Each holder of record who surrenders such Certificate or, in accordance with Section 3.7, an affidavit and, if required, a Book-Entry Share bond regarding the loss or a Certificate for cancellation to the Exchange Agentdestruction of such Certificate, together with such duly executed letter of transmittaltransmittal materials, duly completed and validly executedto the Paying Agent shall, and/or such other documents as may be reasonably required by the Exchange Agentupon acceptance thereof, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to cash into which the provisions of this Article II, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name represented by the Certificate so surrendered is registered, if, upon presentation shall have been converted pursuant to the Exchange Agent, Section 3.1. The Paying Agent shall accept such Certificate shall be properly endorsed or otherwise be upon compliance with such reasonable and customary terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedaccordance with normal practices. Until surrendered as contemplated by this Section 2.2(b)3.2, each Book-Entry Share and Certificate representing Company Common Stock shall be cancelled and, other than Certificates representing Dissenting Shares and Treasury Shares, be deemed at any time from and after the Effective Time of the Merger to represent evidence only the right to receive the Merger Consideration to which the holder of such Certificate is entitled hereunder upon such surrender surrender. Purchaser shall not be obligated to deliver the Merger ConsiderationConsideration to which any former holder of Company Common Stock is entitled as a result of the Merger until such holder surrenders such holder’s Certificate or Certificates for exchange as provided in this Section 3.2. No interest will If any check representing cash is to be issued in a name other than that in which a Certificate surrendered for exchange is issued, the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the Person requesting such exchange shall affix any requisite stock transfer tax stamps to the Certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Paying Agent that such taxes have been paid or will accrue are not payable. (c) All cash paid upon the surrender for the benefit of holders exchange of shares of Company Common Stock on in accordance with the Merger Consideration payable terms hereof shall be deemed to holders have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock pursuant to this Article IIStock.

Exchange Procedures. As promptly soon as reasonably practicable after the Holdco Merger Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail shall send or provide to each holder of record of shares of Company Momentive Common Stock immediately prior to the Effective Time whose shares of Company Common Stock were converted into the right to receive the Merger Consideration common units of ▇▇▇▇▇ ▇▇ pursuant to Section 2.1(a)(i): 2.2(b), which common units remained outstanding as common units of Holdco following the Holdco Merger, and to each holder of record of Hexion Units immediately prior to the Effective Time whose units were converted into common units of Newco H1 pursuant to Section 2.1(b), which common units were converted into common units of Holdco following the Holdco Merger, (i) a letter of transmittal 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 Agent, and which shall be in such form and have such other provisions as Parent Momentive and the Company Hexion may agreereasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Considerationuncertificated common units of Holdco. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly completed and validly executed, and/or and such other documents as may be reasonably required by the Exchange AgentAgent may reasonably require, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such uncertificated common units of Holdco as such holder is entitled has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Momentive Common Stock or Hexion Units that is not registered in the transfer records of the CompanyMomentive or Hexion, a check for the proper amount respectively, uncertificated common units of cash comprising the Merger Consideration shall Holdco may be issued to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Momentive Common Stock or Hexion Units is registered, if, upon presentation presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of transfer and by evidence that any applicable stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedtaxes have been paid. Until surrendered as contemplated by this Section 2.2(b)2.6, each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender common units of ▇▇▇▇▇ ▇▇ or ▇▇▇▇▇ ▇▇ into which the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Momentive Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to or Hexion Units, as applicable, represented by such Certificate have been converted as provided in this Article IIII and, at any time after the Holdco Merger Effective Time, to represent only the common units of Holdco.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, the Purchaser and in any event within five (5) Business Days thereafter, Parent shall the Surviving Corporation will cause the Exchange Agent to mail send to each holder of record of shares of the Company Common Stock Certificates whose shares of Company Common Stock were converted pursuant to Section 2.6 into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent the Purchaser and the Company may agreeSurviving Corporation and the Exchange Agent shall reasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Company Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Company Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and validly executed, and/or such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Company Certificate shall be entitled to receive in exchange therefor a check for in the amount (after giving effect to any required tax withholding) of the Merger Consideration that such the holder is entitled to receive pursuant to the provisions of this Article IIunder Section 2.6, and the Book-Entry Share or 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 shares of the Company Common Stock that is not registered in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered is registered, transferee if, upon presentation and only if, the Company Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of transfer and by evidence that any applicable stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedtaxes have been paid. Until surrendered as contemplated by this Section 2.2(b)2.8, each Book-Entry Share and 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. No interest will be paid or will accrue for Consideration which the benefit holder thereof has the right to receive in respect of holders of shares of such Company Common Stock on the Merger Consideration payable to holders of Company Common Stock Certificate pursuant to this Article II. In the case of the Company Certificates representing Dissenting Shares, each Company Certificate representing Dissenting Shares shall be deemed at any time after the Effective Time for all purposes to represent only the right to receive the fair value of such Dissenting Shares pursuant to the DGCL.

Exchange Procedures. As promptly as reasonably practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of a Company Certificate immediately prior to the Effective Time (other than Company Certificates representing Dissenting Shares) that has not timely submitted a properly completed and executed Form of Election accompanied by an appropriately endorsed Certificate or Certificates representing all of the shares of Company Common Stock whose shares owned by that stockholder (or, alternatively, by an appropriate guarantee of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): delivery) (ia) a letter of transmittal in customary form (which the "Letter of Transmittal") that shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent Agent, and which Letter of Transmittal shall be in customary form and have such other provisions as Parent and the or Company may agreereasonably specify (such letter to be reasonably acceptable to Company and Parent prior to the Effective Time) and (iib) instructions for use in surrendering effecting the surrender of such Company Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a Book-Entry Share or a Company Certificate for cancellation to the Exchange Agent, Agent together with such letter Letter of transmittalTransmittal or the Form of Election pursuant to Section 3.1(e), duly executed and completed in accordance with the instructions thereto, and validly executed, and/or such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Company Certificate shall be entitled to receive in exchange therefor (i) shares of Parent Common Stock (which shall be in uncertificated book-entry form, unless a check for physical certificate is requested by such holder or is otherwise required by applicable law or regulation) representing, in the Merger Consideration aggregate, the whole number of shares that such holder is entitled has the right to receive pursuant to Section 3.1(b) (after taking into account all shares of Company Common Stock then held by such holder), (ii) a check in the amount equal to the cash, if any, that such holder has the right to receive pursuant to Section 3.1 and (iii) a check in the amount equal to the cash, if any, that such holder has the right to receive pursuant to the provisions of this Article IIIII other than Section 3.1, including cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any cash payable pursuant to the Book-Entry Share or Certificate so surrendered shall forthwith be canceledprovisions of this Article III. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of Company, one or more shares of Parent Common Stock evidencing, in the Companyaggregate, the proper number of shares of Parent Common Stock pursuant to Section 3.1, a check for in the proper amount of cash comprising the Merger Cash-Stock Consideration shall pursuant to Section 3.1, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 3.5, may be issued with respect to such Company Common Stock to such a Person other than transferee if the Person in whose name the Company Certificate so surrendered representing such shares of Company Common Stock is registered, if, upon presentation presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of transfer and to evidence that any applicable stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IItaxes have been paid.

Exchange Procedures. (a) As promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail will send to each record holder of record a Certificate, in each case, other than in respect of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): Dissenting Shares, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreeAgent) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon As soon as reasonably practicable after the Effective Time, upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly completed and validly executed, and/or and such other customary documents as may reasonably be reasonably required by the Exchange AgentAgent to effect the exchange, Parent shall cause the Exchange Agent to issue and pay, to the holder (or such holder’s transferee in accordance with Section 2.2(d)) of such Certificate, in exchange therefor, the number of full shares of Parent Common Stock (which shall be in uncertificated, book-entry form) and the amount of cash (including in respect of any dividends or other distributions to which holders are entitled pursuant to Section 2.3, if any, or any other amounts payable pursuant to this Agreement) into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. (b) Any holder of such Book-Entry Share Uncertificated Company Stock will not be required to deliver a Certificate or Certificate shall be entitled an executed letter of transmittal to the Exchange Agent to receive in exchange therefor a check for the Merger Consideration with respect to such Uncertificated Company Stock. As soon as reasonably practicable after the Effective Time, upon receipt of an “agent’s message” in customary form (it being understood that holders of Uncertificated Company Stock will be deemed to have transferred such Uncertificated Company Stock upon receipt of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request) with respect to a holder of Uncertificated Company Stock (or such holder’s transferee in accordance with Section 2.2(d)), Parent shall cause the Exchange Agent to issue and pay, to such holder is (or such holder’s transferee in accordance with Section 2.2(d)), in exchange therefor, the number of full shares of Parent Common Stock (which shall be in uncertificated, book-entry form) and the amount of cash (including in respect of any dividends or other distributions to which holders are entitled to receive pursuant to Section 2.3, if any) into which the provisions aggregate number of shares of Uncertificated Company Stock shall have been converted pursuant to this Article II, and the Book-Entry Share Agreement. (c) No interest will be paid or Certificate so surrendered shall forthwith be canceled. will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. (d) 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 check for one or more shares of Parent Common Stock evidencing, in the aggregate, the proper amount number of cash comprising the Merger Consideration shall shares of Parent Common Stock and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be issued with respect to such Company Common Stock to such a Person other than the Person in whose name transferee only if the Certificate so surrendered representing such shares of Company Common Stock is registered, if, upon presentation presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, transfer and to evidence that any applicable stock transfer taxes have been paid. (e) As promptly as practicable after the amount exchange of any stock transfer Certificate or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Uncertificated Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IISection 2.2, Parent shall cause the Exchange Agent to mail or deliver to each former holder of such Certificate or Uncertificated Company Stock a statement reflecting the number of whole shares of Parent Common Stock issued in exchange therefor.

Exchange Procedures. (a) As promptly soon as practicable following the Effective Time, but in no event later than 10 days thereafter, and continuing until the first anniversary of the Effective Time, M&T shall make available on a timely basis or cause to be made available to an exchange agent agreed upon by M&T and ▇▇▇▇▇▇ (the “Exchange Agent”) (i) cash in an amount sufficient to allow the Exchange Agent to make all payments that may be required pursuant to this Article II and (ii) certificates, or at M&T’s option, evidence of shares in book entry form, representing the shares of M&T Common Stock (“New Certificates”), each to be given to the holders of ▇▇▇▇▇▇ Common Stock in exchange for Old Certificates pursuant to this Article II. Upon such anniversary, any such cash or New Certificates remaining in the possession of the Exchange Agent (together with any earnings in respect thereof) shall be delivered to M&T. Any holder of Old Certificates who has not theretofore exchanged his or her Old Certificates pursuant to this Article II shall thereafter be entitled to look exclusively to M&T, and only as a general creditor thereof, for the consideration to which he or she may be entitled upon exchange of such Old Certificates pursuant to this Article II. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any holder of Old Certificates for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (b) Promptly after the Effective Time, and but in any no event within five (5) Business Days later than ten days thereafter, Parent M&T shall cause the Exchange Agent to mail or deliver to each person who was, immediately prior to the Effective Time, a holder of record of shares of Company ▇▇▇▇▇▇ Common Stock whose shares and who theretofore has not submitted such holder’s Old Certificates with an Election Form, a form of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Old Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) containing instructions for use in effecting the surrender of Old Certificates in exchange for the consideration to which such person may be entitled pursuant to this Article II. After completion of the allocation procedure set forth in Section 2.3 and upon surrender to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a an Old Certificate for cancellation to the Exchange Agent, together with such letter of transmittaltransmittal or Election Form, as the case may be, duly executed and completed and validly executed, and/or such other documents as may be reasonably required by in accordance with the Exchange Agentinstructions thereto, the holder of such Book-Entry Share or Old Certificate shall promptly be entitled to receive provided in exchange therefor therefor, but in no event later than ten Business Days after due surrender, a New Certificate and/or a check for in the Merger Consideration that amount to which such holder is entitled to receive pursuant to the provisions of this Article II, and the Book-Entry Share or Old Certificate so surrendered shall forthwith be canceled. In No interest will accrue or be paid with respect to any property to be delivered upon surrender of Old Certificates. (c) If any cash payment is to be made in a name other than that in which the event Old Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay any transfer or other taxes required by reason of the making of such payment of the Per Share Cash Consideration in a transfer name other than that of ownership the registered holder of the Old Certificate surrendered, or required for any other reason relating to such holder or requesting person, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. If any New Certificate representing shares of Company M&T Common Stock that is not registered to be issued in the transfer records name of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person registered holder of the Old Certificate surrendered in whose name exchange therefor, it shall be a condition of the issuance thereof that the Old Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer. In , and that the person requesting such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person exchange shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory pay to the Exchange Agent in advance any transfer or other taxes required by reason of the payment issuance of such Taxesa certificate representing shares of M&T Common Stock in a name other than that of the registered holder of the Old Certificate surrendered, or exemption therefromrequired for any other reason relating to such holder or requesting person, or shall establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time not payable. (d) No dividends or other distributions with a record date after the Effective Time with respect to represent only M&T Common Stock shall be paid to the right holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Article II. After the surrender of an Old Certificate in accordance with this Article II, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of M&T Common Stock represented by the New Certificate. (e) At or after the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Company of Old Shares. (f) If any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such surrender Old Certificate to be lost, stolen or destroyed and, if required by M&T or the Merger Consideration. No interest will Exchange Agent, the posting by such person of a bond in such reasonable amount as M&T or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Old Certificate, M&T or the Exchange Agent shall, in exchange for such lost, stolen or destroyed Old Certificate, pay or cause to be paid or will accrue for the benefit consideration deliverable in respect of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock Old Shares formerly represented by such Old Certificate pursuant to this Article II. (g) Notwithstanding any other provision of this Agreement, neither certificates nor scrip for fractional shares of M&T Common Stock shall be issued in the Merger. Each holder who otherwise would have been entitled to a fraction of a share of M&T Common Stock shall receive in lieu thereof cash (without interest) in an amount determined by multiplying the fractional share interest to which such holder would otherwise be entitled (after taking into account all shares of ▇▇▇▇▇▇ Common Stock owned by such holder at the Effective Time) by the Closing Price. No such holder shall be entitled to dividends, voting rights or any other rights in respect of any fractional share.

Exchange Procedures. (a) At or before the Effective Time, for the benefit of the holders of Old Certificates, (i) Buyer shall cause to be delivered to a bank or trust company designated by Buyer and reasonably satisfactory to the Company (the “Exchange Agent”), for exchange in accordance with this ARTICLE II, certificates representing the shares of Buyer Common Stock issuable pursuant to this ARTICLE II (“New Certificates”) and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent an aggregate amount of cash sufficient to pay the Cash Option (the “Cash Consideration”) and the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock (such New Certificates and cash hereinafter referred to as the “Exchange Fund”). (b) As promptly as practicable after following the Effective Time, and but in any no event within five later than seven (57) Business Days thereafter, Parent shall cause and provided that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail to each holder of record of an Old Certificate or Old Certificates representing shares of Company Common Stock whose shares of Company Common Stock were immediately prior to the Effective Time that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) this Agreement, a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon delivery of the Old Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreeAgent) and (ii) instructions for use in surrendering effecting the surrender of the Old Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger ConsiderationConsideration to which such holder of Company Common Stock shall have become entitled to receive in accordance with, and subject to Section 2.1 and Section 2.3 of this Agreement. Upon proper surrender of a Book-Entry Share or a an Old Certificate for exchange and cancellation to the Exchange Agent, together with such a properly completed letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Old Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a New Certificate representing that number of shares of Buyer Common Stock, if any, to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and (ii) a check for representing (1) the Merger Consideration that Cash Consideration, (2) the amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder is entitled has the right to receive in respect of the Old Certificate surrendered pursuant to this Agreement and (3) any dividends or distributions which the holder thereof has the right to receive pursuant to the provisions of this Article IISection 2.7(c), and the Book-Entry Share or Old 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedcancelled. Until surrendered as contemplated by this Section 2.2(b2.7(b), each Book-Entry Share Old Certificate (other than Old Certificates representing Treasury Stock and Certificate subject to Section 2.4) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration provided in Section 2.1 and Section 2.3 and any unpaid dividends and distributions thereon as provided in Section 2.7(c). No interest will shall be paid or will accrue accrued on (x) the Cash Consideration (y) any cash in lieu of fractional shares or (z) any such unpaid dividends and distributions payable to holders of Certificates. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Old Certificate until the holder thereof shall surrender such Old Certificate in accordance with this Section 2.7. After the surrender of an Old Certificate in accordance with this Section 2.7, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock represented by such Old Certificate. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver a New Certificate or New Certificates representing shares of Buyer Common Stock and/or the Cash Consideration (or any cash in lieu of fractional shares) to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Old Certificate or Old Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.7, or an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be required in each case by Buyer. If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Old Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Old Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Old Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a New Certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the Old Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for one (1) year after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Exchange Agent to Buyer. Any shareholders of the Company who have not theretofore complied with Section 2.7(b) shall thereafter look only to the Surviving Corporation for the benefit Merger Consideration deliverable in respect of holders each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Old Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Company Common Stock on represented by any Old Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those Persons entitled to receive the Merger Consideration payable specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to holders ownership of any shares of Company Common Stock represented by any Old Certificate, Buyer and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Article IIAgreement to any holder of shares of Company Common Stock such amounts as Buyer is required to deduct and withhold under applicable law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made by Buyer. (g) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Old Certificate to be lost, stolen or destroyed and, if requested by Buyer, the posting by such person of a bond in such amount as Buyer may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Old Certificate, the Exchange Agent or Buyer, as applicable, will issue in exchange for such lost, stolen or destroyed Old Certificate the Merger Consideration and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. As promptly as practicable after Promptly following the Effective Time, Newco and in any event within five (5) Business Days thereafter, Parent the Surviving Corporation shall cause the Exchange Payment Agent to mail to each holder of record of shares Shares as of Company Common Stock whose shares of Company Common Stock were converted into immediately prior to the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): Effective Time: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of a certificate or certificates (the Certificates “Certificates”) that immediately prior to the Exchange Agent Effective Time represented outstanding Shares (excluding Owned Shares and which shall have such other provisions as Parent Dissenting Shares) (or effective affidavits of loss in lieu thereof) or transfer of non-certificated Shares (excluding Owned Shares and Dissenting Shares) represented by book entry (“Uncertificated Shares”) to the Company may agree) Payment Agent); and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits transfer of loss in lieu thereof) or Book-Entry the Uncertificated Shares in exchange for cash comprising the Merger Consideration. Upon Consideration payable in respect thereof pursuant to the provisions of Article I. Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Shares represented by a Certificate or Uncertificated Share, upon (x) surrender to the Payment Agent of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentCertificate, together with such letter of transmittal, a duly completed and validly executed, and/or executed letter of transmittal and such other documents as may reasonably be reasonably required requested by the Exchange Payment Agent, or (y) receipt of an “agent’s message” by the holder Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, from and after the Effective Time each such Book-Entry Certificate or Uncertificated Share or Certificate shall be entitled represent for all purposes only the right to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive payable in respect thereof pursuant to the provisions of this Article II, and the Book-Entry Share I. If Certificates 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation Uncertificated Shares are presented to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time Surviving Corporation after the Effective Time to represent only the right to receive upon such surrender for any reason, they shall be canceled and exchanged for the Merger Consideration. Consideration as provided for, and in accordance with the procedures set forth in Article I. No interest will shall be paid or will accrue for the benefit of holders of shares of Company Common Stock accrued on the Merger Consideration cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of Shares that were issued and outstanding immediately prior to holders of Company Common Stock pursuant the Effective Time, other than transfers to this Article IIreflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time.

Exchange Procedures. (a) As promptly soon as reasonably practicable after the Merger Effective Time, and in any event within five (5) Business Days thereafter, Parent CMFT shall cause DST Systems, Inc., or any successor transfer agent of CMFT (the Exchange Agent “Transfer Agent”), to mail record on the stock records of CMFT the issuance of shares of CMFT Common Stock (including any fractional shares thereof) equal to the Merger Consideration that is issuable to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration Eligible Shares pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, 3.1 and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the each holder of such Book-Entry CCPT V Restricted Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive Awards pursuant to Section 3.2. For the provisions avoidance of this Article IIdoubt, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event payment of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall only be issued made to a Person other than the Person in whose name the Certificate relevant Eligible Shares are registered in the stock transfer books of CCPT V as of the Merger Effective Time. (b) None of CMFT, CCPT V, the Surviving Entity, the Transfer Agent, or any employee, officer, director, agent or Affiliate of such entities, shall be liable to any Person in respect of any Merger Consideration (or the appropriate portion thereof) that has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts so surrendered is registered, if, upon presentation delivered that remain unclaimed by holders of Eligible Shares immediately prior to the Exchange Agenttime at which such amounts would otherwise escheat to, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such casebecome property of, any Governmental Authority shall, to the amount extent permitted by applicable Law, become the property of CMFT free and clear of any stock transfer claims or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account interest of such issuance holders or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentencetheir successors, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, assigns or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. personal representatives previously entitled thereto. (c) No interest will shall be paid or will accrue accrued on the Merger Consideration (or any amounts in respect thereof, including any dividends payable on shares of CMFT Common Stock) for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIEligible Shares or CCPT V Restricted Share Awards.

Exchange Procedures. (a) At and after the Effective Time, each certificate (each a "Certificate") previously representing shares of Company Common Stock shall represent only the right to receive the Merger Consideration (without interest on the cash portion thereof). (b) As promptly of the Effective Time, (i) the Acquiror shall deposit, or shall cause to be deposited, with ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the "Exchange Agent"), for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Section 1.3, the amount constituting the cash portion of the Merger Consideration to be paid pursuant to Section 1.2, and (ii) the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock, one or more certificates representing (x) the Secondary Participation Interests to be distributed to holders of Company Common Stock in exchange for their Certificates pursuant to this Section 1.3 and (y) the Batched Secondary Participation Interests to be sold by the Exchange Agent on behalf of the Company in the Batched Sales pursuant to Sections 1.2 and 1.3(c). (c) As soon as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent the Acquiror shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into a Certificate or Certificates the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): following: (i) a letter of transmittal in customary form (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and Agent, which shall have such be in a form and contain any other reasonable provisions as Parent and the Company Acquiror may agree) determine; and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. In addition, as soon as practicable after the Effective Time, the Batched Secondary Participation Interests shall be sold on the open market at prevailing prices by means of the Batched Sales. The Exchange Agent shall be instructed by the Surviving Corporation to effect the Batched Sales on behalf of the Surviving Corporation, through the use of one or more broker-dealers, over a period of time following the Effective Time and in a manner designed not to adversely affect the market prices of the Secondary Participation Interests. Upon the proper surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such a properly completed and duly executed letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for representing the cash portion of the Merger Consideration that and a certificate representing such number of Secondary Participation Interests which such holder is entitled has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article IIhereof, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash portion of the Merger Consideration. In the event of a transfer of ownership of any shares of Company Common Stock that is not registered in the transfer records of the Company, a check for the proper amount cash portion of cash comprising the Merger Consideration shall and a certificate representing the applicable number of Secondary Participation Interests may be issued to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered, if, upon presentation presented to the Exchange Agent, accompanied by documents sufficient, in the reasonable discretion of the Acquiror and the Exchange Agent, (i) to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any transfer and (ii) to evidence that all applicable stock transfer or other similar Taxes taxes have been paid. (whether imposed on the registered holder(s), or such other Person, or otherwised) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share From and Certificate shall be deemed at any time after the Effective Time to represent only Time, there shall be no transfers on the right to receive upon such surrender stock transfer records of the Merger Consideration. No interest will be paid or will accrue for the benefit Company of holders of any shares of Company Common Stock on that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Acquiror or the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration payable deliverable in respect thereof pursuant to holders this Plan in accordance with the procedures set forth in this Section 1.3. (e) Any portion of the aggregate Merger Consideration or the proceeds of any investments thereof that remains unclaimed by the stockholders of the Company for one year after the Effective Time shall be repaid or delivered, as applicable, by the Exchange Agent to the Acquiror. Any stockholders of the Company who have not theretofore complied with this Section 1.3 shall thereafter look only to the Acquiror for payment of their Merger Consideration deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Article IIPlan without any interest on the cash portion of the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them not claimed prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of the Acquiror (and to the extent not in its possession shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of the Acquiror, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Company Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Plan.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause will instruct the Exchange Agent to mail to each record holder of record Public Common Units as of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): Effective Time (i) a letter of transmittal (specifying that in customary form (which shall specify that respect of certificated Public Common Units, delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall have such other provisions as will be in customary form and agreed to by Parent and the Company may agreePartnership prior to the Effective Time) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares Units in exchange for cash comprising the Merger Consideration. Upon surrender Consideration payable in respect of a Public Common Units represented by such Certificates or Book-Entry Share or a Certificate Units, as applicable. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent, Agent together with such letter letters of transmittal, duly properly completed and validly duly executed, and/or and such other documents (including in respect of Book-Entry Units) as may be reasonably required by pursuant to such instructions, each holder who held Public Common Units immediately prior to the Exchange Agent, the holder of such Book-Entry Share or Certificate shall Effective Time will be entitled to receive upon surrender of the Certificates or Book-Entry Units therefor (subject to any applicable withholding Tax) (A) Parent Shares representing, in exchange therefor a check for the Merger Consideration aggregate, the whole number of Parent Shares that such holder is entitled has the right to receive pursuant to the provisions of this Article IIIII (after taking into account all Public Common Units then held by such holder) and (B) a check in an amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to this Article III, and the Book-Entry Share including dividends or Certificate so surrendered shall forthwith other distributions pursuant to Section 3.3(c), if any. No interest will be canceledpaid or accrued on any dividends or other distributions payable pursuant to Section 3.3(c). In the event of a transfer of ownership of shares of Company Public Common Stock Units that is not registered in the transfer records of the CompanyPartnership, a check for the proper amount of cash comprising the Merger Consideration shall payable in respect of such Public Common Units may be issued paid to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Public Common Units or evidence of ownership of the Book-Entry Units is registered, if, upon presentation presented to the Exchange Agent, and in the case of both certificated and book-entry Public Common Units, accompanied by all documents reasonably required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In , and the Person requesting such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the payment delivery of the Merger Consideration in any name other than that of the record holder of such TaxesPublic Common Units, or exemption therefrom, is submittedwill establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until all such required documentation has been delivered and Certificates, if any, have been surrendered as contemplated by this Section 2.2(b3.3(b), each Certificate or Book-Entry Share and Certificate shall Unit will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable upon such delivery and surrender, any cash or dividends or other distributions to holders of Company Common Stock which such holder is entitled pursuant to Section 3.3(c) or Section 3.3(d) and any distribution in respect of the Common Units with a record date occurring prior to the Effective Time that may have been declared by the Partnership on the Common Units in accordance with the terms of this Article IIAgreement and the Partnership Agreement and remains unpaid at the Effective Time.

Exchange Procedures. As promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the The Exchange Agent to shall mail to each holder of record of certificates representing shares of Company Common Stock and Company Preferred Stock ("Company Certificates"), whose shares of Company Common Stock were converted into the right to receive the Merger Consideration Parent Common Stock (and cash in lieu of fractional shares pursuant to Section 2.1(a)(i): 3.04) promptly after the Effective Time: (i) a form letter of transmittal in customary form and substance satisfactory to Company, such approval not to be unreasonably withheld (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent and the Company may agree) reasonably specify); and (ii) instructions for use in surrendering effecting the surrender of the Company Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for Parent Certificates (and cash comprising the Merger Considerationin lieu of any fractional share). Upon surrender of a Book-Entry Share or a Certificate Company Certificates for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and/or and such other documents as may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate Company Certificates shall be entitled to receive in exchange therefor a check for Parent Certificate representing the Merger Consideration number of whole Parent Common Stock that such holder is entitled has the right to receive pursuant to this Article III and payment of cash in lieu of any fractional share which such holder has the right to receive pursuant to Section 3.04, and the Company Certificates so surrendered shall be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock or Company Preferred Stock will be deemed from and after the Effective Time, for all purposes, to evidence the right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock or Company Preferred Stock, as the case may be, shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional share in accordance with Section 3.04. Notwithstanding any other provision of this Agreement, no interest will be paid or will accrue on any cash payable to holders of Company Certificates pursuant to the provisions of this Article II, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIIII.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, and in any event within five (5) Business Days thereafter, Parent Acquiror shall use its reasonable efforts to cause the Exchange Agent to mail to each holder of record of a certificate or certificates of Company Preferred Stock or Company Common Stock which immediately prior to the Effective Time represented outstanding shares of Company Common Preferred Stock whose shares of or Company Common Stock were converted into (the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): "Certificates") (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreebe in customary form) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as the case may be. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, as specified in such letter of transmittal, together with such letter of transmittal, duly completed and validly executed, and/or and such other documents Documents as may reasonably be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Book-Entry Share or Certificate shall be entitled to receive promptly in exchange therefor a check for therefor, as applicable, the Common Stock Merger Consideration that 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 to receive pursuant to the provisions Section 2.02(c) and cash in lieu of this Article II, and the Book-Entry Share fractional shares of Acquiror Series A Preferred Stock or Certificate 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 check for the 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 comprising the Merger Consideration shall may be issued paid pursuant hereto to a Person other than transferee if the Person Certificates representing such shares of Company Preferred Stock or Company Common Stock, properly endorsed or otherwise in whose name the Certificate so surrendered is registeredproper form for transfer, if, upon presentation are presented to the Exchange Agent, accompanied by all Documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of transfer and by evidence that any applicable stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedtaxes have been paid. Until surrendered as contemplated by this Section 2.2(b)2.02, each Book-Entry Share and 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 the case may be, together with any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(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 will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration any cash payable to holders of Company Common Stock pursuant to this Article IISection 2.01(b)(i)(B), Section 2.02(c) or Section 2.02(e).

Exchange Procedures. As (i) At or promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent Survivor shall cause the Exchange Agent to mail to each holder of record of a First Northern Certificate which immediately prior to the Effective Time of Merger represented outstanding shares of Company First Northern Common Stock whose shares and which was not submitted to the Exchange Agent with a duly executed and completed Form of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): Election: (iA) a letter of transmittal in customary form ("Letter of Transmittal") which shall specify that delivery shall be effected, and risk of loss and title to the First Northern Certificates shall pass, only upon delivery of the First Northern Certificates to the Exchange Agent and which shall be in such form and have such other customary provisions as Parent Survivor may reasonably specify and the Company may agree) which are reasonably acceptable to First Northern; and (iiB) instructions for use in surrendering to effect the surrender of the First Northern Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. or shares of Survivor Common Stock, or both, as described in this Agreement. (ii) Upon surrender of a Book-Entry Share or a First Northern Certificate for cancellation to the Exchange Agent, Agent together with such letter either a Form of transmittalElection or a Letter of Transmittal, in each case duly completed and validly executed, and/or and with such other documents as may be reasonably required by the Exchange AgentAgent may reasonably require, the holder of such Book-Entry Share or First Northern Certificate shall be entitled to receive receive, and Survivor shall cause the Exchange Agent to promptly deliver in exchange therefor after the Effective Time: (A) a certificate representing that number of whole shares of Survivor Common Stock to which such holder is entitled to receive in respect of such First Northern Certificate pursuant to Section 2.8 of this Agreement; and (B) a check for representing the Merger Consideration cash that such holder is entitled to receive in respect of such First Northern Certificate pursuant to the provisions Section 2.8 of this Article II, Agreement; and the Book-Entry Share or (C) a check for any Fraction Payment. The First Northern Certificate so surrendered shall forthwith be canceled. ; provided, however, that fractional share interests of any one holder shall be aggregated to maximize the number of whole shares of Survivor Common Stock to be issued and minimize the Fraction Payments. (iii) In the event of a transfer of ownership of shares of Company First Northern Common Stock that which is not registered in the transfer records of First Northern, a certificate representing the Companyproper number of shares of Survivor Common Stock, a check for the proper amount of cash comprising the Merger Consideration that such holder is entitled to receive in respect of such First Northern Certificate pursuant to Section 2.8 of this Agreement and any Fraction Payment, shall be issued delivered to a Person other than the Person in whose name transferee if the First Northern Certificate so surrendered which represented such shares of First Northern Common Stock is registered, if, upon presentation presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. (iv) No interest will be paid or accrued on the cash and shares of Survivor Common Stock to be issued pursuant to this Agreement, the cash in lieu of fractional shares, if any, and unpaid dividends and distributions on the shares of Survivor Common Stock, if any, payable to First Northern Shareholders. (v) If any First Northern Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such First Northern Certificate to be properly endorsed lost, stolen or otherwise be destroyed and, if required by Survivor in proper form for transfer. In such caseits reasonable discretion, the posting by such Person of a bond in such reasonable amount of as Survivor may direct as indemnity against any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer claim that may be made against it with respect to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentenceFirst Northern Certificate, unless evidence satisfactory to the Exchange Agent will deliver in exchange for such lost, stolen or destroyed First Northern Certificate, a certificate representing the proper number of shares of Survivor Common Stock and a check for the payment cash, in each case that such First Northern Shareholder has the right to receive pursuant to Section 2.8 of such Taxesthis Agreement, or exemption therefromand the Fraction Payment, is submitted. if any, with respect to the shares of First Northern Common Stock formerly represented thereby, and unpaid dividends and distributions on the shares of Survivor Common Stock, if any, as provided in this Article II of this Agreement. (vi) Until surrendered as contemplated by this Section 2.2(b)2.9 of this Agreement, each Book-Entry Share and First Northern Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender only the Merger Consideration. No interest will be paid cash or will accrue for the benefit of holders of shares of Company Survivor Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIStock, or both, and any Fraction Payment.

Exchange Procedures. As promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent The Paying Agent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("Company Certificates"), whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i3.01(a), promptly after the Effective Time (and in any event no later than three Business Days after the later to occur of the Effective Time and receipt by Parent and Lux Sub of a complete list from Company of the names and addresses of its holders of record): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Paying Agent, and which shall be in such form and have such other provisions as Parent and the Company or Lux Sub may agree) reasonably specify); and (ii) instructions for use in surrendering effecting the surrender of the Company Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Company Certificate for cancellation to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Lux Sub, together with such letter of transmittal, duly completed and validly executed, and/or and such other documents as may be reasonably required by the Exchange Paying Agent, the holder of such Book-Entry Share or Company Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that amount of cash into which the shares of Company Common Stock theretofore represented by such holder is entitled to receive Company Certificate shall have been converted pursuant to the provisions of this Article IISection 3.01(a), and the Book-Entry Share or Company 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b3.02(c), each Book-Entry Share and Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Company Certificate shall have been converted pursuant to Section 3.01(a). No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration cash payable to holders upon the surrender of any Company Common Stock pursuant to this Article IICertificate.

Exchange Procedures. (a) As promptly soon as reasonably practicable after the REIT Merger Effective Time, GCEAR shall issue, and in any event within five (5) Business Days thereafter, Parent shall cause DST Systems, Inc., or any successor transfer agent of GCEAR (the Exchange Agent “Transfer Agent”), to mail record on the stock records of GCEAR the issuance of, shares of GCEAR Common Stock (including any fractional shares thereof) equal to the REIT Merger Consideration that is issuable to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration Eligible Shares pursuant to Section 2.1(a)(i): (i) a letter 3.1 and each holder of transmittal in customary form (which shall specify that delivery shall be effectedCCIT II Restricted Share Awards pursuant to Section 3.2. For the avoidance of doubt, and risk of loss and title to Certificates shall pass, only upon delivery payment of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, 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 check for the proper amount of cash comprising the REIT Merger Consideration shall only be issued made to a Person other than the Person in whose name the Certificate relevant Eligible Shares are registered in the stock transfer books of CCIT II as of the REIT Merger Effective Time. (b) None of GCEAR, CCIT II, the REIT Surviving Entity, the Transfer Agent, or any employee, officer, director, agent or Affiliate of such entities, shall be liable to any Person in respect of any REIT Merger Consideration (or the appropriate portion thereof) that has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts so surrendered is registered, if, upon presentation delivered that remain unclaimed by holders of Eligible Shares immediately prior to the Exchange Agenttime at which such amounts would otherwise escheat to, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such casebecome property of, any Governmental Authority shall, to the amount extent permitted by applicable Law, become the property of GCEAR free and clear of any stock transfer claims or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account interest of such issuance holders or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentencetheir successors, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, assigns or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. personal representatives previously entitled thereto. (c) No interest will shall be paid or will accrue accrued on the REIT Merger Consideration (or any amounts in respect thereof, including any dividends payable on shares of GCEAR Common Stock) for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIEligible Shares or CCIT II Restricted Share Awards.

Exchange Procedures. As promptly as practicable (a) Appropriate transmittal materials (“Letter of Transmittal”) in a form satisfactory to IBC and LFC shall be mailed within three Business Days after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail Time to each holder of record of shares Shares as of Company Common Stock whose shares the Effective Time who did not previously submit a completed Election Form. A Letter of Company Common Stock were Transmittal will be deemed properly completed only if accompanied by certificates representing all Shares to be converted into thereby. (b) At and after the Effective Time, each Certificate shall represent only the right to receive the Merger Consideration payable with respect thereto. (c) Prior to the Effective Time, IBC shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Shares, for exchange in accordance with this Section 3.3, an amount of cash sufficient to pay the aggregate Per Share Cash Consideration and the aggregate amount of cash in lieu of fractional shares to be paid pursuant to Section 2.1(a)(i): 3.1, and IBC shall reserve for issuance with its transfer agent and registrar a sufficient number of shares of IBC Common Stock to provide for payment of the aggregate Per Share Stock Consideration. (d) The Letter of Transmittal shall (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 Agent, (ii) be in a form and which shall have such contain any other provisions as Parent and the Company IBC may agree) reasonably determine and (iiiii) include instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon the proper surrender of a Book-Entry Share or a Certificate for cancellation the Certificates to the Exchange Agent, together with such letter of transmittal, duly a properly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agentduly executed Letter of Transmittal, the holder of such Book-Entry Share or Certificate Certificates shall be entitled to receive in exchange therefor (m) a certificate representing that number of whole shares of IBC Common Stock that such holder has the right to receive pursuant to this Article III, if any, and (n) a check for in the Merger Consideration amount equal to the cash that such holder has the right to receive pursuant to this Article III, if any (including any cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Section 3.1) and any dividends or other distributions to which such holder is entitled to receive pursuant to the provisions of this Article II, and the Book-Entry Share or Certificate Section 3.3. Certificates so surrendered shall forthwith be canceled. In As soon as practicable following receipt of the event properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute IBC Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of IBC 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 to such shares for the account of the Persons entitled thereto. If there is a transfer of ownership of shares of Company Common Stock that is any Shares not registered in the transfer records of the CompanyLFC, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name transferee thereof if the Certificate so surrendered is registered, if, upon presentation Certificates representing such Shares are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of IBC and the Exchange Agent, (x) to evidence and effect such Certificate transfer and (y) to evidence that any applicable stock transfer taxes have been paid. The Merger Consideration and any additional amounts paid upon the surrender for exchange of certificates representing Shares in accordance with the terms of this Article III shall be properly endorsed or otherwise be deemed to have been paid in proper form for transfer. In full satisfaction of all rights pertaining to the Shares theretofore represented by such case, the amount of any stock transfer certificates. (e) No dividends or other similar Taxes (whether imposed on distributions declared or made after the registered holder(s), Effective Time with respect to IBC Common Stock issued pursuant to this Agreement shall be remitted to any Person entitled to receive shares of IBC Common Stock hereunder until such Person surrenders his or such other Person, or otherwise) payable on account her Certificates in accordance with this Section 3.3. Upon the surrender of such issuance or transfer to Person’s Certificates, such other Person shall be deducted entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of IBC Common Stock represented by such Person’s Certificates. (f) The stock transfer books of LFC shall be closed immediately upon the Effective Time and from and after the amount otherwise payable Effective Time there shall be no transfers on the stock transfer records of LFC of any Shares. If, after the Effective Time, Certificates are presented to IBC, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the immediately preceding sentenceprocedures set forth in this Section 3.3. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 3.1, unless evidence satisfactory any dividends or other distributions to be paid pursuant to this Section 3.3 or any proceeds from any investments thereof that remains unclaimed by the stockholders of LFC for six months after the Effective Time shall be repaid by the Exchange Agent to IBC upon the written request of IBC. After such request is made, any stockholders of LFC who have not theretofore complied with this Section 3.3 shall look only to IBC for the Merger Consideration deliverable in respect of each share of Shares such stockholder holds, as determined pursuant to this Article III of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of IBC (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any Person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of Shares for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) IBC and the Exchange Agent shall be entitled to rely upon LFC’s stock transfer books to establish the identity of those Persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, IBC and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent of IBC, the payment posting by such Person of a bond in such Taxesamount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and destroyed Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock deliverable in respect thereof pursuant to this Article IIIII.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, UPC and in any event within five (5) Business Days thereafter, Parent Mutual shall cause the exchange agent selected by UPC (the "Exchange Agent Agent") to mail to each holder the former stockholders of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of Mutual appropriate transmittal in customary form materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates theretofore representing shares of Mutual Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After the Effective Time, each holder of shares of Mutual Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement) issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such shares to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon promptly upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.4 of this Agreement, each holder of shares of Mutual Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any fractional share of UPC Common Stock to which such holder may be otherwise entitled (without interest). UPC shall not be obligated to deliver the consideration to which any former holder of Mutual Common Stock is entitled as a check for result of the Merger Consideration that until such holder is entitled to receive pursuant to surrenders such holder's certificate or certificates representing the provisions shares of Mutual Common Stock for exchange as provided in this Article II, and the Book-Entry Share Section 4.1. The certificate or Certificate certificates of Mutual Common Stock 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly duly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate Surviving Corporation nor the Exchange Agent shall be deemed at liable to a holder of Mutual Common Stock for any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be amounts paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable property delivered in good faith to holders of Company Common Stock a public official pursuant to this Article IIany applicable abandoned property Law.

Exchange Procedures. As promptly as practicable after Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause instruct the Exchange Agent to mail to each holder of record of shares of certificates or instruments evidencing the Company Common Stock whose shares of Stock, Company Common Stock Series A Preferred Stock, and, in Parent’s discretion, Company Options, that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the applicable portion of the Merger Consideration pursuant to Section 2.1(a)(i): 2.6, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent and and/or the Company Exchange Agent may agree) reasonably specify), and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the applicable portion of the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate Certificates for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and/or and such other documents as may reasonably be reasonably required by Parent or the Exchange AgentAgent (including any required IRS Form W-9 or Form W-8), the holder holders of such Book-Entry Share or Certificate Certificates shall be entitled to receive in exchange therefor a check for or wire transfer in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holder is entitled holders have the right to receive pursuant to the provisions of this Article IISection 2.6, and the Book-Entry Share or Certificate Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of shares of Company Common Stock or Company Series A Preferred Stock or Company Options (if applicable) that is not registered in the transfer records of the Company, a check for the proper amount applicable portion of cash comprising the Merger Consideration shall be issued that the holder thereof has the right to receive pursuant to Section 2.6 may paid to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such shares of Company Common Stock, Company Series A Preferred Stock or Company Options (if applicable) is registered, if, upon presentation presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of transfer and by evidence that any applicable stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIhave been paid.

Exchange Procedures. (i) As promptly soon as reasonably practicable (and in no event more than five (5) business days) after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail be mailed to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Capital Stock, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration cash pursuant to Section 2.1(a)(i): 1.6(b) hereto, (i1) a letter of transmittal in customary form as Parent and the Company may reasonably specify prior to the Closing (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 and which shall have such other provisions as Parent and the Company may agree) Agent), and (ii2) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. cash. (ii) Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and/or such other documents as may be reasonably required by the Exchange Agent, (A) the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive cash payment pursuant to the provisions of this Article IISection 1.6(b) hereof, without interest, and (B) the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. . (iii) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of a transfer an affidavit of ownership of shares of Company Common Stock that is not registered in fact by the transfer records stockholder of the CompanyCompany (the “Company Stockholder”) claiming such Certificate to be lost, a check stolen or destroyed, the Exchange Agent will pay such Person in exchange for the proper such lost, stolen or destroyed Certificate, that amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, which such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable entitled to receive pursuant to the immediately preceding sentenceSection 1.6(b). When authorizing such payment in exchange therefor, unless evidence satisfactory to the Exchange Agent may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed Certificate to give the Exchange Agent a reasonable form of bond as indemnity, as it shall direct in accordance with (and amounts prescribed by) its customary practices, policies and procedures, against any claim that may be made against the Exchange Agent with respect to the Certificate alleged to have been lost, stolen or destroyed. As a further condition to payment with respect to any Certificate that shall have been lost, stolen or destroyed, Parent may require the Company Stockholder to whom payment is to be made to agree in writing to indemnify and hold harmless Parent with respect to any loss or expense incurred by Parent as a result of the payment loss, theft or destruction of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IICertificate.

Exchange Procedures. (a) At or prior to the Effective Time, the Acquiror shall deposit, or shall cause to be deposited, with an exchange agent appointed prior to the Effective Time by the Acquiror (the "Exchange Agent"), as agent for the benefit of the holders of certificates formerly representing shares of Company Common Stock ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the shares of Acquiror Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions), being hereinafter referred to as the "Exchange Fund") to be issued as Consideration. (b) As promptly as practicable after the Effective TimeDate, and in any event within five (5) Business Days thereafter, Parent the Surviving Corporation shall send or cause the Exchange Agent to mail be sent to each former holder of record of shares (other than Treasury Stock) of Company Common Stock whose immediately prior to the Effective Time transmittal materials for use in exchanging such stockholder's Old Certificates for Merger Consideration. The Surviving Corporation shall cause the New Certificates into which shares of a stockholder's Company Common Stock are converted on the Effective Date and/or any check in respect of any fractional share interests or dividends or distributions which such person shall be entitled to receive to be delivered to such stockholder upon delivery to the Exchange Agent of Old Certificates representing such shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates or indemnity satisfactory to the Exchange Agent Surviving Corporation and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder if any of such Book-Entry Share certificates are lost, stolen or Certificate destroyed) owned by such stockholder; provided that New Certificates and/or any such check shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, any Company Affiliate unless and until such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable Company Affiliate has delivered an agreement pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration6.07. No interest will be paid on any Consideration, including cash to be paid in lieu of fractional share interests, or will accrue in respect of dividends or distributions which any such person shall be entitled to receive pursuant to this Article II upon such delivery. (c) Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of Company Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions on Acquiror Common Stock with a record date occurring after the benefit Effective Time shall be paid to the holder of holders of any unsurrendered Old Certificate representing shares of Company Common Stock on converted in the Merger Consideration payable into the right to holders receive shares of such Acquiror Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with this Article III, and no such shares of Company Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with this Article III. After becoming so entitled in accordance with this Article III, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Acquiror Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company for six months after the Effective Time shall be returned to the Acquiror. Any stockholders of the Company who have not theretofore complied with this Article III shall thereafter look only to the Acquiror for payment of the shares of Acquiror Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on the Acquiror Common Stock deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Article IIAgreement, in each case, without any interest thereon.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to shall mail to each holder of record of shares of Company Common Stock whose shares of Company Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares which Shares were converted into the right to receive the Merger Consideration shares of Company Common Stock pursuant to Section 2.1(a)(i): 1.6 (a "Certificate" or "Certificates"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent and the Company may agreereasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Considerationcertificates representing shares of Company Common Stock. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration certificate representing that number of whole shares of Company Common Stock which such holder is entitled has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article III (after taking into account all Shares then held by such holder), 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 Shares which is not registered in the transfer records of the CompanySeller, a check for certificate representing the proper amount number of cash comprising the Merger Consideration shall shares of Company Common Stock may be issued to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Shares is registered, if, upon presentation presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate shall to be properly endorsed lost, stolen or otherwise destroyed and the posting by such person of a bond in such amount as the Company may direct as indemnity against any claim that may be in proper form for transfer. In such case, the amount of any stock transfer made against it or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a certificate representing the proper number of the payment shares of such Taxes, or exemption therefrom, is submittedCompany Common Stock. Until surrendered as contemplated by this Section 2.2(b)1.8, each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit certificate representing shares of holders Company Common Stock, dividends, cash in lieu of any fractional shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIas contemplated by Section 1.8(e) and other distributions as contemplated by Section 1.8(c).

Exchange Procedures. (a) As promptly soon as reasonably practicable after the Merger Effective Time, and in any event within five (5) Business Days thereafter, Parent SmartStop shall cause Strategic Transfer Agent Services, LLC, or any successor transfer agent of SmartStop (in either case, the Exchange Agent “Transfer Agent”), to mail record on the stock records of SmartStop the issuance of shares of SmartStop Class A Common Stock (including any fractional shares thereof) equal to the Merger Consideration that is issuable to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration Eligible Shares pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, 3.1 and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the each holder of such Book-Entry SST IV Restricted Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive Awards pursuant to Section 3.2. For the provisions avoidance of this Article IIdoubt, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event payment of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall only be issued made to a Person other than the Person in whose name the Certificate relevant Eligible Shares are registered in the stock transfer books of SST IV as of the Merger Effective Time. (b) None of SmartStop, SST IV, the Surviving Entity, the Transfer Agent, or any employee, officer, director, agent or Affiliate of such entities, shall be liable to any Person in respect of any Merger Consideration (or the appropriate portion thereof) that has been delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts so surrendered is registered, if, upon presentation delivered that remain unclaimed by holders of Eligible Shares immediately prior to the Exchange Agenttime at which such amounts would otherwise escheat to, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such casebecome property of, any Governmental Authority shall, to the amount extent permitted by applicable Law, become the property of SmartStop free and clear of any stock transfer claims or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account interest of such issuance holders or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentencetheir successors, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, assigns or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. personal representatives previously entitled thereto. (c) No interest will shall be paid or will accrue accrued on the Merger Consideration (or any amounts in respect thereof, including any dividends payable on shares of SmartStop Class A Common Stock ) for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIEligible Shares or SST IV Restricted Share Awards.

Exchange Procedures. (i) Each certificate (or book-entry share) representing outstanding shares of Company Common Stock, Company Class A Common Stock, Company Series H Preferred Stock, Company Series K Preferred Stock or any instrument representing any Company Restricted Stock Award shall be deemed for all purposes, from and after the First Merger Effective Time, to represent the same number of shares of capital stock or other securities of Hermes Sub I, as the case may be, into which such shares of Company Common Stock, Company Class A Common Stock, Company Series H Preferred Stock, Company Series K Preferred Stock and Company Restricted Stock Award shall be converted in the First Merger. Holders of such certificates (or book-entry shares) or other instruments shall not be asked to surrender such certificates (or book-entry shares) or other instruments for cancellation. (ii) As promptly soon as reasonably practicable after the Second Merger Effective Time, and in any event within five (5) Business Days thereafter, Parent or the Surviving Entity shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of shares a Certificate (or affidavit of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): loss in lieu thereof) (iA) a letter of transmittal (a “Letter of Transmittal”), in customary form (as prepared by Parent and reasonably acceptable to Company, which shall specify specify, among other things, 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 have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, and (B) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration into which the number of shares of Hermes Sub I Common Stock or Hermes Sub I Class A Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement and the Second Merger, together with any amounts payable in respect of cash comprising the Merger Consideration. in lieu of fractional shares pursuant to Section 3.7 and dividends or other distributions on Parent Common Shares in accordance with Section 3.3(e). (iii) Upon surrender of a Book-Entry Share Certificate (or a Certificate for cancellation affidavit of loss in lieu thereof) to the Exchange Agent, together with such letter of transmittal, duly a properly completed and validly executedexecuted Letter of Transmittal, and/or and such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the applicable Merger Consideration that for each share of Hermes Sub I Common Stock or Hermes Sub I Class A Common Stock formerly represented by such holder is entitled to receive Certificate pursuant to the provisions of this Article II3, together with any amounts payable in respect of cash in lieu of fractional shares pursuant to Section 3.7 and dividends or other distributions on Parent Common Shares in accordance with Section 3.3(e), by mail or by wire transfer after the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) and Letter of Transmittal, and the Book-Entry Share Certificate (or Certificate affidavit of loss in lieu thereof) so surrendered or so transferred, as applicable, shall be forthwith cancelled. The Exchange Agent shall accept such Certificates (or affidavits of loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest shall be canceledpaid or accrued for the benefit of holders of the Certificates on the applicable Merger Consideration, cash in lieu of fractional shares pursuant to Section 3.7 or dividends or other distributions on Parent Common Shares in accordance with Section 3.3(e). In the event of a transfer of ownership of shares of Company Hermes Sub I Common Stock or Hermes Sub I Class A Common Stock that is not registered in the transfer records of the Company, it shall be a check condition of payment that any Certificate surrendered or transferred in accordance with the procedures set forth in this Section 3.3 shall be properly endorsed or shall be otherwise in proper form for transfer, and that the proper amount Person requesting such payment shall have paid any Transfer Taxes and other Taxes required by reason of cash comprising the payment of the applicable Merger Consideration shall be issued to a Person other than the Person in whose name registered holder of the Certificate so surrendered surrendered, or shall have established to the reasonable satisfaction of Parent and the Exchange Agent that such Taxes either have been paid or are not applicable. (iv) Any holder of Book-Entry Shares shall not be required to deliver an executed Letter of Transmittal to the Exchange Agent to receive the applicable Merger Consideration or other amounts pursuant to the provisions of this Article 3 from Parent that such holder is registered, if, upon presentation entitled to receive pursuant to this Article 3 with respect to such Book-Entry Shares. Subject to receipt of any documentation as may reasonably be required by the Exchange Agent, such Certificate each holder of one or more Book-Entry Shares shall automatically upon the Second Merger Effective Time be properly endorsed or otherwise be in proper form for transfer. In such caseentitled to receive, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person and Parent shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to cause the Exchange Agent of to pay and deliver as soon as reasonably practicable after the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(bSecond Merger Effective Time (but in no event later than three (3) Business Days thereafter), the applicable Merger Consideration for each such Book-Entry Share pursuant to the provisions of this Article 3, together with any amounts payable in respect of cash in lieu of fractional shares pursuant to Section 3.7 and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender dividends or other distributions on Parent Common Shares or Parent Preferred Shares in accordance with Section 3.3(e). Payment of the Merger ConsiderationConsideration payable, the aggregate cash in lieu of fractional shares pursuant to Section 3.7 and any dividends and other distributions with respect to Book-Entry Shares pursuant to Section 3.3(e) shall only be made to the person in whose name such Book-Entry Shares are registered. No interest will shall be paid or will accrue accrued for the benefit of holders of shares of Company Common Stock Book-Entry Shares on the Merger Consideration payable payable, the aggregate cash in lieu of fractional shares pursuant to Section 3.7 and any dividends or distributions to which such holder is entitled pursuant to Section 3.3(e). (v) At the Second Merger Effective Time, holders of Company Hermes Sub I Common Stock, Hermes Sub I Class A Common Stock and Hermes Sub I Preferred Stock shall cease to be, and shall have no rights as, stockholders of Hermes Sub I other than the right to receive the applicable Merger Consideration from Parent that such holder has the right to receive pursuant to the provisions of this Article II3, together with any amounts payable in respect of cash in lieu of fractional shares pursuant to Section 3.7 and dividends or other distributions on Parent Common Shares and Parent Preferred Shares in accordance with Section 3.3(e). The applicable Merger Consideration paid upon the surrender for exchange of Certificates (or affidavits of loss in lieu thereof) representing Hermes Sub I Common Stock or Hermes Sub I Class A Common Stock (or automatic conversion in the case of Book-Entry Shares) in accordance with the terms of this Article 3 shall be deemed to have been paid in full satisfaction of all rights and privileges pertaining to the Hermes Sub I Common Stock, Hermes Sub I Class A Common Stock and Hermes Sub I Preferred Stock, as applicable, theretofore evidenced by such Certificates or Book-Entry Shares.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, Parent and in any event within five (5) Business Days thereafter, Parent the Company shall cause the exchange agent selected by Parent (the "Exchange Agent Agent") to mail to each holder of record of a certificate which represented shares of Company Common Stock whose shares of Company Common Stock were converted into immediately prior to the right to receive Effective Time (the Merger Consideration pursuant to Section 2.1(a)(i): (i"Certificates") a letter of appropriate transmittal in customary form materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Agent and which Agent). The Certificates of Company Common Stock so delivered shall have such other provisions be duly endorsed as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as Agent may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceledrequire. In the event of a transfer of ownership of shares of Company Common Stock represented by Certificates that is are not registered in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall consideration provided in Section 3.1 may be issued to a Person other than transferee if the Person in whose name the Certificate so surrendered is registered, if, upon presentation Certificates representing such shares are delivered to the Exchange Agent, accompanied by all documents required to evidence such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (a) an affidavit of that fact from the payment of holder claiming such TaxesCertificate to be lost, mislaid, stolen or exemption therefromdestroyed, is submitted(b) such bond, security or indemnity as Parent and the Exchange Agent may reasonably require and (c) any other documents reasonably necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. Until surrendered The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as contemplated by this Section 2.2(b)it may deem appropriate. After the Effective Time, each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders holder of shares of Company Common Stock on (other than shares to be canceled pursuant to Section 3.2 or as to which statutory appraisal rights have been perfected, and not withdrawn or lost, as provided in Section 3.3) issued and outstanding at the Merger Consideration payable Effective Time shall surrender the Certificates representing such shares to holders the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2, less any withholding of Taxes as may be required by applicable Law. Parent shall not be obligated to deliver the consideration to which any former holder of Company Common Stock is entitled as a result of the Merger until such holder surrenders such holder's Certificates for exchange as provided in this Section 4.1. Any other provision of this Agreement notwithstanding, neither Parent, the Surviving Corporation nor the Exchange Agent shall be liable to a holder of Company Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. Adoption of this Article IIAgreement by the stockholders of the Company shall constitute ratification of the appointment of the Exchange Agent.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the Effective Time, and (but in any no event within later than five (5) Business Days thereafterfollowing) the Closing Date, Parent Acquiror shall cause the Exchange Agent to mail to each every holder of record of shares Company Series C Stock that was issued and outstanding immediately prior to the Effective Time and that has not previously delivered its certificates or instruments, which immediately prior to the Effective Time represented issued and outstanding Company Series C Stock (the “Converting Instruments”), with a properly completed and duly executed letter of transmittal in customary form reasonably acceptable to Company Common Stock whose shares and Acquiror (the “Letter of Company Common Stock were converted Transmittal”) together with instructions for use of the Letter of Transmittal in effecting the surrender of the Converting Instruments into the right to receive the applicable Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and Consideration. (ii) instructions for use As soon as reasonably practicable (but in surrendering any event within twenty Business Days) after the Certificates (or affidavits date of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising delivery to the Merger Consideration. Upon surrender Acquiror of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentConverting Instrument, together with such letter of transmittal, duly a properly completed and validly executed, and/or such duly executed Letter of Transmittal and any other documents as may be reasonably documentation required by the Exchange Agentthereby, the holder of record of such Book-Entry Share or Certificate Converting Instrument shall be entitled to receive that number of shares of Acquiror Common Stock (and the amount of cash in exchange therefor a check for the Merger Consideration lieu of fractional shares) that such holder is entitled has the right to receive pursuant to Section 1.8(c) in respect of such Converting Instrument and such Converting Instrument shall be canceled. (iii) If any Converting Instrument shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such document to be lost, stolen, or destroyed and, if required by the Surviving Corporation, the payment of any reasonable fees, and the posting by such Person of a bond, in such reasonable amount as Acquiror may direct as indemnity against any claim that may be made against it with respect to such document, Acquiror will issue in exchange for such lost, stolen, or destroyed document, the Merger Consideration to which the holder is entitled under Section 1.8. (iv) Notwithstanding the other provisions of this ARTICLE 1, Acquiror shall withhold from each Converting Holder’s portion of the Closing Merger Consideration issuable pursuant to Section 1.8(c) (including, for the sake of clarity, each Converting Holder’s portion of the Closing Merger Consideration issuable pursuant to Section 1.8(c)(iv)) such Converting Holder’s Pro Rata Share of the Holdback Amount (rounded down to the nearest whole Share). The Holdback Amount shall constitute security for the indemnification obligations of such Converting Holders pursuant to ARTICLE 8, and shall be distributed in accordance with the provisions of this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceledterms hereof. 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 check for the proper amount of cash comprising the Merger Consideration The Holdback Amount shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable held by Acquiror pursuant to the immediately preceding sentence, unless evidence satisfactory to terms hereof. The adoption of this Agreement and the Exchange Agent approval of the payment Merger by the Company Stockholders shall constitute approval of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share the Holdback Amount and Certificate shall be deemed at any time after the Effective Time to represent only appointment of the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIStockholders’ Agent.

Exchange Procedures. As promptly as practicable after Promptly following the Effective Time, Newco and in any event within five (5) Business Days thereafter, Parent the Surviving Corporation shall cause the Exchange Payment Agent to mail to each holder of record of shares Shares as of Company Common Stock whose shares of Company Common Stock were converted into immediately prior to the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): Effective Time: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of a certificate or certificates (the Certificates “Certificates”) that immediately prior to the Exchange Agent Effective Time represented outstanding Shares (excluding Cancelled Shares and which shall have such other provisions as Parent Dissenting Shares) (or effective affidavits of loss in lieu thereof) or transfer of Uncertificated Shares (excluding Cancelled Shares and Dissenting Shares) to the Company may agree) Payment Agent); and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits transfer of loss in lieu thereof) or Book-Entry the Uncertificated Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation Consideration payable in respect thereof pursuant to the Exchange Agent, together with such letter provisions of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the Article I. Each holder of such Book-Entry Share or Certificate Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive in exchange therefor a check for the Merger Consideration that in respect of the Shares represented by a Certificate or Uncertificated Share (subject to deduction for any required withholding Tax), upon (x) surrender to the Payment Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such holder is entitled other documents and information as may reasonably be requested by the Payment Agent, or (y) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, from and after the Effective Time each such Certificate or Uncertificated Share shall represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II, and the Book-Entry Share I. If Certificates 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation Uncertificated Shares are presented to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time Surviving Corporation after the Effective Time to represent only the right to receive upon such surrender for any reason, they shall be canceled and exchanged for the Merger ConsiderationConsideration as provided for, and in accordance with the procedures set forth in Article I and subject to the limitations contained therein. No interest will shall be paid or will accrue for the benefit of holders of shares of Company Common Stock accrued on the Merger Consideration cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. From and after the Effective Time, there will be no further registration of transfers on the records of the Surviving Corporation of Shares that were issued and outstanding immediately prior to holders of Company Common Stock pursuant to this Article IIthe Effective Time.

Exchange Procedures. From and after the Effective Time, U.S. Bank National Association (the “Paying Agent”) shall act as payment agent in effecting the exchange of the Common Cash Consideration for certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (“Company Share Certificates”) and which were converted into the right to receive the applicable Cash Consideration pursuant to Section 2.01. As promptly as practicable after the Effective Time, and but in any no event within five later than two (52) Business Days thereafterbusiness days following the Effective Time, Parent Paying Agent shall cause the Exchange Agent to mail to each record holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) Share Certificates a letter of transmittal in customary the form attached hereto as Exhibit C (which shall specify that delivery shall be effected, and risk the “Letter of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreeTransmittal”) and (ii) instructions for use in surrendering such Company Share Certificates and receiving the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Considerationapplicable Cash Consideration pursuant to Section 2.01. Upon the surrender of a Book-Entry each Company Share or a Certificate for cancellation to the Exchange Paying Agent, together with such letter a properly completed Letter of transmittal, duly completed and validly executed, and/or such other documents as may Transmittal: (i) Paying Agent shall cause to be reasonably required by the Exchange Agent, paid to the holder of such Book-Entry Share or Certificate shall be entitled to receive Company Common Stock in exchange therefor a check for an amount of cash, without interest, representing the Merger Common Cash Consideration that to which such holder is entitled to receive pursuant to Section 2.01; and (ii) the provisions of this Article II, and the Book-Entry Company Share or Certificate Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a check for the proper amount of cash comprising the Merger applicable Cash Consideration shall may be issued paid to a Person person other than the Person person in whose name the Company Share Certificate so surrendered is registeredregistered if the Company Share Certificate representing such shares of Company Stock is presented to Parent, if, upon presentation accompanied by all documents required to evidence and effect such transfer and evidence that (i) the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of shares are transferable and (ii) any applicable stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedtaxes have been paid. Until surrendered as contemplated by this Section 2.2(b)Article II, each Book-Entry Company Share Certificate shall, subject to appraisal rights under the DGCL (and Certificate shall if the Company is subject to Section 2115 of the California Corporations Code, Chapter 13 of the California Corporations Code) and Section 2.06, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for applicable Cash Consideration with respect to the benefit of holders of shares of Company Common Stock on the Merger Consideration payable formerly represented thereby to holders of Company Common Stock which such holder is entitled pursuant to this Article IISection 2.01.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, Time (and in any event within five (5) Business Days thereafterthree business days after the Effective Time), Parent PCA and the Surviving Corporation shall use their commercially reasonable efforts, and PCA shall provide any assistance reasonably requested by the Surviving Corporation, to cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into a certificate or certificates which immediately prior to the right to receive Effective Time represented outstanding Shares (the Merger Consideration pursuant to Section 2.1(a)(i): "CERTIFICATES") (ia) a letter of transmittal in customary form (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 customary form and have such other provisions as Parent and the Company PCA may agree) reasonably specify; and (iib) instructions for use in surrendering effecting the surrender of such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and validly executed, and/or such other documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for shares of PCA Common Stock representing, in the Merger Consideration aggregate, the whole number of shares that such holder is entitled has the right to receive pursuant to the provisions of this Article IISection 2.1. (after taking into account all Shares then held by such holder), and the Book-Entry Share or Shares formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Article II, each Certificate shall be deemed at any time after the Effective Date to represent only the right to receive the Merger Consideration payable upon surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock that Shares which is not registered in the transfer records of the Company, a check for shares of PCA Common Stock, in the aggregate, the proper amount number of cash comprising the Merger Consideration shall shares of PCA Common Stock may be issued with respect to such Shares to such a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Shares is registered, if, upon presentation presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of transfer and to evidence that any stock transfer or other similar applicable Transfer Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIhave been paid.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time and in any event not later than the third (3rd) Business Day following the Effective Time, and in any event within five (5) Business Days thereafter, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder record holder, as of record the Effective Time, of an outstanding certificate or outstanding certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares of Company Common Stock were Stock, which have converted into the right to receive the Per Share Merger Consideration with respect thereto pursuant to Section 2.1(a)(i): (i) 4.1, a form of letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to Certificates the shares of Company Common Stock represented by any certificates held by such person shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreePaying Agent) and (ii) instructions for use in surrendering effecting the Certificates (or affidavits surrender of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Considerationcertificates. Upon surrender to the Paying Agent of a Book-Entry Share or a Certificate for cancellation to the Exchange Agentcertificate representing shares of Company Common Stock, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the Paying Agent shall issue and deliver to the holder of such certificate, by check or wire transfer (as specified in the letter of transmittal), a cash amount (less any required Tax withholdings as provided in Section 4.6) equal to the product of (i) the Per Share Merger Consideration and (ii) the number of shares of Company Common Stock formerly represented by such certificate and such certificate (and the shares of Company Common Stock represented thereby) shall then be canceled. Promptly after the Effective Time and in any event not later than the third (3rd) Business Day following the Effective Time, the Paying Agent shall issue and deliver to each holder of uncertificated shares of Company Common Stock that was issued and outstanding immediately prior to the Effective Time and were represented by book-entry (“Book-Entry Shares”) a check or wire transfer for an amount of cash (less any required Tax withholdings as provided in Section 4.6) equal to the product of (i) the Per Share Merger Consideration and (ii) the number of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that Shares, without such holder is entitled being required to receive pursuant deliver a certificate or an executed letter of transmittal to the provisions of this Article IIPaying Agent, and the such Book-Entry Share or Certificate so surrendered Shares shall forthwith then be canceled. No interest shall be paid or accrued for the benefit of holders of the shares of Company Common Stock on the Per Share Merger Consideration payable in respect thereof. 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 check for the proper amount of cash comprising the Merger Consideration it shall be issued to a Person other than the Person in whose name the Certificate condition of payment that such certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person Book-Entry Share shall be deducted from properly transferred and that the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Per Share Merger Consideration to a person other than the registered holder of the certificate or Book-Entry Share surrendered or shall have established to the satisfaction of Parent that such Taxes, Tax either has been paid or exemption therefrom, is submittednot applicable. Until surrendered as contemplated by this Section 2.2(b4.2(b), each Book-Entry Share and Certificate certificate representing shares of Company 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. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Per Share Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIas contemplated by Section 4.1.

Exchange Procedures. As promptly (a) Appropriate transmittal materials (the "LETTER OF TRANSMITTAL") in a form satisfactory to AFH and ABC shall be mailed as soon as practicable after the Effective Time, and but in any no event within later than five (5) Business Days thereafterbusiness days after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of ABC Common Stock as of the Effective Time who did not submit an effective Election Form. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of Company ABC Common Stock whose shares of Company Common Stock were to be converted into thereby (each, a "CERTIFICATE"). (b) At and after the Effective Time, each Certificate (except as specifically set forth in SECTION 1.2) shall represent only the right to receive the Merger Consideration multiplied by the number of shares of ABC Common Stock previously represented by the Certificate. (c) Prior to the Effective Time, AFH shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of ABC Common Stock, for exchange in accordance with this SECTION 1.4, an amount of cash sufficient to pay the aggregate Cash Consideration and the aggregate amount of cash in lieu of fractional shares to be paid pursuant to Section 2.1(a)(i): SECTION 1.2, and AFH shall reserve for issuance with its transfer agent and registrar a sufficient number of shares of AFH Common Stock to provide for payment of the aggregate Stock Consideration. (d) The Letter of Transmittal shall (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 which shall have such other provisions as Parent and the Company may agree) and Agent, (ii) be in a form and contain any other customary provisions as AFH may reasonably determine and (iii) include instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon the proper surrender of a Book-Entry Share or a Certificate for cancellation the Certificates to the Exchange Agent, together with such letter of transmittal, duly a properly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agentduly executed Letter of Transmittal, the holder of such Book-Entry Share or Certificate Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of AFH Common Stock that such holder has the right to receive pursuant to SECTION 1.2, if any, and (y) a check for in the Merger Consideration amount equal to the cash that such holder has the right to receive pursuant to SECTION 1.2, if any, (including any cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to SECTION 1.2) and any dividends or other distributions to which such holder is entitled to receive pursuant to the provisions of this Article II, and the Book-Entry Share or Certificate SECTION 1.4. Certificates so surrendered shall forthwith be canceled. In As soon as practicable following receipt of the event properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute AFH Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of AFH 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 to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of Company ABC Common Stock that is not registered in the transfer records of the CompanyABC, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name transferee thereof if the Certificate so surrendered is registered, if, upon presentation Certificates representing such ABC Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of AFH and the Exchange Agent, (x) to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of transfer and (y) to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other similar Taxes (whether imposed on the registered holder(s), distributions declared or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time made after the Effective Time with respect to represent only the right AFH Common Stock shall be remitted to any person entitled to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company AFH Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to hereunder until such person surrenders his or her Certificates in accordance with this Article IISECTION 1.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, and Time (but in any no event within later than five (5) Business Days thereafter, ) Parent shall cause the Exchange Paying Agent to mail send, to each record holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into Shares at the right Effective Time and to each Non-Employee Optionee entitled to receive the consideration pursuant to Section 2.10, a letter of transmittal and instructions (which shall be in reasonable and customary form and, with respect to any holder of Shares entitled to receive Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which 2.7, shall specify that the delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreePaying Agent) and (ii) instructions for use in surrendering such exchange. Each holder of Shares that have been converted into the Certificates (or affidavits right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of loss in lieu thereof) the Company Common Stock represented by a Certificate or Book-Entry Shares in exchange for cash comprising Share upon (i) surrender to the Merger Consideration. Upon surrender Paying Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Paying Agent, or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares. Each Non-Employee Optionee entitled to receive consideration pursuant to Section 2.10 shall be entitled to receive such consideration upon surrender to the Paying Agent of a duly completed and validly executed option cancellation agreement (which shall be in reasonable and customary form) and such other documents as may reasonably be requested by the Paying Agent. Until so surrendered or transferred, as the case may be, and subject to the terms set forth in Section 2.9, each such Certificate, Book-Entry Share or a Certificate Option, as applicable, shall represent after the Effective Time for cancellation all purposes only the right to receive the Merger Consideration payable in respect thereof. No interest shall be paid or accrued on the cash payable with respect to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required Options held by the Exchange Agent, Non-Employee Optionees or upon the holder surrender or transfer of such any Certificate or Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for Share. Upon payment of the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article ARTICLE II, and the Book-Entry Share each Certificate or Certificate Certificates so surrendered shall forthwith immediately 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIcancelled.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates which, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock whose (the “Certificates”), other than shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to canceled in accordance with Section 2.1(a)(i3.1(c): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates theretofore representing shares of Company Common Stock shall pass, only upon proper delivery of the such Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent and the Company may agreeSterling shall specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentAgent (or to such other agent or agents as may be appointed by Sterling), together with such letter of transmittal, duly completed and validly executed, and/or such and any other documents as may be reasonably required by the Exchange Agentdocuments, the holder of such Book-Entry Share or Certificate Certificate(s) shall be entitled to receive in exchange therefor a check for in the amount equal to the portion of the Merger Consideration that such holder is entitled has the right to receive pursuant to Section 3.2, and the Certificate(s) so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to the provisions of Article III or this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceledSection 4.2. 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 check for in the proper amount of cash comprising the portion of the Merger Consideration shall pursuant to Section 3.2, may be issued to a Person other than transferee if the Person in whose name the Certificate so surrendered Certificate(s) representing such Company Common Stock is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory presented to the Exchange Agent of the payment of accompanied by all documents required to evidence and effect such Taxes, or exemption therefrom, is submittedtransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2(b)4.2, each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Merger Consideration as provided in Article III. The Certificate(s) for Company Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Sterling shall not be obligated to deliver the consideration to which any former holder of Company Common Stock is entitled as a result of the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of until such holder surrenders his Certificate(s) formerly representing shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to for exchange as provided in this Article IIIV.

Exchange Procedures. As promptly (a) At the Effective Time, (i) the holders of the Purchaser Common Stock will surrender their stock certificates or other instruments representing the Purchaser Common Stock (collectively, the “Purchaser Certificates”) and (ii) the holders of the Company Units will surrender their membership certificates or other instruments representing the Company Units, if any, and written acknowledgement of the termination of their rights to such Company Units (collectively, the “Company Certificates”), or in the case of a lost, stolen or destroyed Purchaser Certificate or Company Certificate, upon delivery of Lost Certificate Affidavit (and indemnity, if required) in the manner provided in Section 1.11(g), to Pubco for cancellation together with any related documentation reasonably requested by Pubco in connection therewith. (b) Certificates representing the shares of Pubco Common Stock shall be issued to the holders of Company Units and Purchaser Common Stock upon surrender of the Company Certificates and Purchaser Certificates as practicable provided for herein or otherwise agreed by the Parties. Upon surrender of the Company Certificates and Purchaser Certificates (or in the case of a lost, stolen or destroyed Company Certificate or Purchaser Certificate, upon delivery of a Lost Certificate Affidavit (and indemnity, if required) in the manner provided in Section 1.11(g)) for cancellation to Pubco or to such other agent or agents as may be appointed by Pubco, Pubco shall issue, or cause to be issued, to each holder of the Company Certificates and Purchaser Certificates such certificates representing the number of shares of Pubco Common Stock for which their Company Units and Purchaser Common Stock, respectively, are exchangeable at the Effective Time and any dividends or distributions payable pursuant to Section 1.11(f), and the Company Certificates and the Purchaser Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Company Certificates will be deemed, from and after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into evidence only the right to receive the applicable portion of the Merger Consideration (subject to the withholding of the Escrow Shares, and as it may be adjusted after the Closing pursuant to Section 2.1(a)(i): 1.15) pursuant to this Article I. (ic) If certificates representing the shares of Pubco Common Stock are to be issued in a name other than that in which the Company Certificates or Purchaser Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Company Certificates or Purchaser Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the Persons requesting such exchange will have paid to Pubco or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing the shares of Pubco Common Stock in any name other than that of the registered holder of the Company Certificates or Purchaser Certificates surrendered, or established to the satisfaction of Pubco or any agent designated by it that such tax has been paid or is not payable. (d) Promptly after the date hereof, the Company shall send to each holder of Company Units a letter of transmittal for use in customary exchanging Company Certificates for the applicable portion of the Merger Consideration in the form attached hereto as Exhibit C (a “Letter of Transmittal”) (which shall specify that the delivery of share certificates in respect of the Merger Consideration shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreePubco (or a Lost Certificate Affidavit)) and (ii) instructions for use in surrendering such exchange. Each Seller shall be entitled to receive its Pro Rata Share of the Certificates Merger Consideration (less the Escrow Shares) in respect of the Company Units represented by the Company Certificate(s) (excluding any equity securities described in Section 1.9(b)), as soon as reasonably practicable after the Effective Time, but subject to the delivery to Pubco of the following items (collectively, the “Transmittal Documents”): (i) the Company Certificate(s) for its Company Units (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Lost Certificate for cancellation to the Exchange AgentAffidavit), together with such letter of transmittal, duly a properly completed and validly executed, and/or duly executed Letter of Transmittal and such other documents as may be reasonably required requested by Pubco and (ii) a duly executed counterpart to a lock-up agreement with Pubco and the Exchange AgentPurchaser Representative, effective as of the holder of such BookEffective Time, substantially in the form attached as Exhibit D hereto (each a “Lock-Entry Share or Up Agreement”). Until so surrendered, each Company Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive upon such surrender portion of the Merger Consideration. Consideration attributable to such Company Certificate. (e) Notwithstanding anything to the contrary contained herein, no fraction of a share of Pubco Common Stock will be issued by Pubco by virtue of this Agreement or the transactions contemplated hereby, and each Person who would otherwise be entitled to a fraction of a share of Pubco Common Stock (after aggregating all fractional shares of Pubco Common Stock that otherwise would be received by such holder) shall instead have the number of shares of Pubco Common Stock issued to such Person rounded up in the aggregate to the nearest whole share of Pubco Common Stock. (f) No interest dividends or other distributions declared or made after the date of this Agreement with respect to Pubco Common Stock with a record date after the Effective Time will be paid to the holders of any Company Certificates or Purchaser Certificates that have not yet been surrendered with respect to the shares of Pubco Common Stock to be issued upon surrender thereof until the holders of record of such Company Certificates or Purchaser Certificates shall surrender such certificates. Subject to applicable Law, following surrender of any such Company Certificates or Purchaser Certificates, Pubco shall promptly deliver to the record holders thereof, without interest, the certificates representing the shares of Pubco Common Stock issued in exchange therefor and the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Pubco Common Stock. (g) In the event any Company Certificate or Purchaser Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (a “Lost Certificate Affidavit”) by the Person claiming such Company Certificate or Purchaser Certificate to be lost, stolen or destroyed and, if required by Pubco, the posting by such Person of a bond in customary amount and upon such terms as may be reasonably required by Pubco as indemnity against any claim that may be made against it with respect to such Company Certificate or Purchaser Certificate, Pubco will accrue for issue or cause to be issued the benefit of holders number of shares of Company Pubco Common Stock on for which such lost, stolen or destroyed Company Certificates or Purchaser Certificates are exchangeable at the Merger Consideration Effective Time and any dividends or distributions payable to holders of Company Common Stock pursuant to this Article IISection 1.11(f).

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, Time (and in any event within not later than five (5) Business Days thereafterDay following the Closing Date), Parent the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of shares of Company Common Stock Certificates or Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): 3.1: (i) a letter of transmittal transmittal, which shall be in customary form reasonably acceptable to Parent and the Company (at the direction of the Special Committee) and contain such other provisions as Parent and the Company (at the direction of the Special Committee) may reasonably agree, and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, upon adherence to the customary procedures set forth in the letter of transmittal; and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for cash comprising payment of the Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Book-Entry Share Certificate (or a Certificate affidavit of loss in lieu thereof) for cancellation to the Exchange Agent, Paying Agent together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor cash, in the amount (after giving effect to any required withholding of Taxes) equal to (1) the number of Shares formerly represented by such Certificate multiplied by (2) the Merger Consideration, and the Certificate so surrendered shall forthwith be cancelled. As promptly as practicable after the Effective Time (and in any event within five (5) Business Days), the Surviving Corporation shall cause the Paying Agent to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for the Merger Consideration amount of cash that such holder is entitled to receive pursuant to the provisions Section 3.1(a) in respect of this Article II, and the such Book-Entry Share or Certificate so surrendered Shares, without such holder being required to deliver a stock certificate to the Paying Agent; provided, that an “agent’s message” has been previously delivered to the Paying Agent regarding such Book-Entry Shares, and such Book-Entry Shares 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 check for the proper amount of cash comprising then cease to represent any right to receive the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationhereunder. No interest will shall be paid or will accrue for the benefit of holders of shares of Company Common Stock accrued on the Merger Consideration payable to holders of Company Common Stock pursuant Book-Entry Shares or Certificates. If any Merger Consideration is to this Article IIbe paid to a Person other than a Person in whose name the Book-Entry Share or Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay to the Paying Agent any transfer or other Taxes required by reason of payment of the Merger Consideration to a Person other than the registered holder of the Book-Entry Share or Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent that such Tax has been paid or is not applicable.

Exchange Procedures. (a) On the Closing Date (and after the Merger Effective Time and the consummation of the transactions contemplated by Section 3.2(c)), HoldCo shall deposit with a bank or trust company that shall be designated by SPAC and is reasonably satisfactory to the Company (the “Exchange Agent”), for the benefit of the holders of SPAC Ordinary Shares, for exchange in accordance with this Article III, the number of HoldCo Ordinary Shares (in uncertificated registered form) sufficient to deliver the Merger Consideration consisting of the HoldCo Ordinary Shares to be issued to the holders of SPAC Class A Ordinary Shares (other than Excluded Shares) in the Merger pursuant to this Agreement and HoldCo shall cause its register of members to be updated, to reflect the deposit of such HoldCo Ordinary Shares with the Exchange Agent. In addition, HoldCo shall deposit, or cause to be deposited, with the Exchange Agent, as necessary from time to time after the Merger Effective Time, any dividends or other distributions payable pursuant to Section 3.3(c) (all such HoldCo Ordinary Shares, together with the amount of any dividends or distributions contemplated pursuant to Section 3.3(c), being hereinafter referred to, collectively, as the “Exchange Fund”). HoldCo shall cause the Exchange Agent pursuant to irrevocable instructions, to deliver the Merger Consideration out of the Exchange Fund in accordance with this Agreement. Except as contemplated by this Section 3.3 hereof, the Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest the cash portion of the Exchange Fund as directed by HoldCo; provided that such investments shall be in obligations, funds or accounts typical for (including having liquidity typical for) transactions of this nature. To the extent that there are losses or any diminution of value with respect to such investments, or the Exchange Fund diminishes for any other reason below the level required to make prompt cash payment of any dividends or other distributions payable pursuant to Section 3.3(c), HoldCo shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments. Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under this Section 3.3(a) shall be promptly returned to HoldCo. (b) As promptly as practicable after the Merger Effective Time, and in any event within five (5) Business Days thereafter, Parent HoldCo shall use its reasonable best efforts to cause the Exchange Agent to mail deliver to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right SPAC Ordinary Shares (including SPAC Class A Ordinary Shares resulting from SPAC Class B Conversion) entitled to receive the Merger Consideration pursuant to Section 2.1(a)(i): 3.2 a letter of transmittal, which shall be in a form reasonably acceptable to SPAC and the Company (the “Letter of Transmittal”) and shall specify (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates evidencing such SPAC Ordinary Shares (collectively, the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) Agent; and (ii) instructions for use in surrendering effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within five (or affidavits of loss in lieu thereof5) or Book-Entry Shares in exchange for cash comprising Business Days after the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentAgent of all Certificates held by such holder for cancellation, together with such letter a Letter of transmittalTransmittal, duly completed and validly executed, and/or executed in accordance with the instructions thereto and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Book-Entry Share or Certificate Certificates shall be entitled to receive in exchange therefor a check for therefor, and HoldCo shall cause the Exchange Agent to deliver (i) the Merger Consideration and (ii) an amount in immediately available funds (or, if no wire transfer instructions are provided, a check) equal to any unpaid non-stock dividends and any other dividends or other distributions that such holder is entitled has the right to receive pursuant to Section 3.3(c) in accordance with the provisions of this Article IISection 3.3, and the Book-Entry Share or Certificate Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records No interest will be paid or accrued on any amount payable upon due surrender of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedCertificates. Until surrendered as contemplated by this Section 2.2(b)3.3, each Book-Entry Share and Certificate entitled to receive a portion of the Merger Consideration in accordance with Section 3.2 shall be deemed at any time all times after the Merger Effective Time Time, as the case may be, to represent only the right to receive upon such surrender the Merger ConsiderationConsideration that such holder is entitled to receive in accordance with the provisions of Section 3.2. HoldCo shall cause its register of members to be updated to reflect any transfers of HoldCo Ordinary Shares made by the Exchange Agent to holders of record of SPAC Ordinary Shares (including SPAC Class A Ordinary Shares resulting from the SPAC Class B Conversion) in connection with the delivery of Merger Consideration out of the Exchange Fund in accordance with this Section 3.3. (c) No interest will dividends or other distributions declared or made after the Merger Effective Time with respect to the HoldCo Ordinary Shares with a record date after the Merger Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to SPAC Class A Ordinary Shares (including SPAC Class A Ordinary Shares resulting from SPAC Class B Conversion) represented thereby until the holder of such Certificate shall surrender such Certificate in accordance with this Section 3.3. Subject to the effect of escheat, tax or will accrue for other applicable Laws, following surrender of any such Certificate, HoldCo shall pay or cause to be paid to the benefit holder of the certificates representing SPAC Ordinary Shares (including SPAC Class A Ordinary Shares resulting from SPAC Class B Conversion) issued in exchange therefor, without interest, (i) promptly, but in any event within five (5) Business Days of such surrender, the amount of dividends or other distributions with a record date after the Merger Effective Time and theretofore paid with respect to such Person’s HoldCo Ordinary Shares, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Merger Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such Person’s HoldCo Ordinary Shares. (d) The Merger Consideration payable upon conversion of SPAC Class A Ordinary Shares (including SPAC Class A Ordinary Shares resulting from SPAC Class B Conversion) in accordance with the terms hereof, when paid in accordance with this Section 3.3 shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such SPAC Ordinary Shares (including SPAC Class A Ordinary Shares resulting from the conversion of SPAC Class B Ordinary Shares). (e) The Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse share split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to SPAC Ordinary Shares occurring on or after the date hereof and prior to the Merger Effective Time. (f) Any portion of the Exchange Fund that remains undistributed to the holders of shares of Company Common Stock on SPAC Ordinary Shares with respect to the Merger Consideration payable for one (1) year after the Merger Effective Time shall be delivered to HoldCo, and any holders of SPAC Ordinary Shares (including SPAC Class A Ordinary Shares resulting from SPAC Class B Conversion) who have not theretofore complied with this Section 3.3 shall thereafter look only to HoldCo for the Merger Consideration. Any portion of the Exchange Fund with respect to the Merger Consideration remaining unclaimed by holders of SPAC Ordinary Shares (including SPAC Class A Ordinary Shares resulting from the conversion of SPAC Class B Conversion), as may be applicable, as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable Law, become the property of HoldCo free and clear of any claims or interest of any person previously entitled thereto. (g) None of the Exchange Agent, SPAC, HoldCo, the Surviving Company Common Stock or any of their respective affiliates shall be liable to any holder of SPAC Ordinary Shares for any such SPAC Ordinary Shares (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with this Article IISection 3.3. (h) Notwithstanding any other provision of this Agreement, no fractional shares of HoldCo Ordinary Shares will be issued. In connection with the Stock Split such holders otherwise enititled to a fractional share shall have their shareholdings of Holdco Ordinary Shares rounded down to the nearest whole share. (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration, as the case may be, that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Section 3.2.

Exchange Procedures. As promptly (i) At the Effective Time, holders of Company Units and original physical certificates representing Company Units that were outstanding immediately prior to the Effective Time (a “Company Unit Certificate”) shall cease to have any rights as practicable equityholders of the Company, and the transfer books of the Company shall be closed with respect to all Company Units outstanding immediately prior to the Effective Time. The applicable portion of the Merger Consideration paid or payable following the Effective Time in accordance with this Agreement shall be paid or payable in full satisfaction of all rights pertaining to the Merger, and no further transfer of any such Company Units shall be made on such transfer books after the Effective Time. If, after the Effective Time, a valid Company Unit Certificate is presented to the Surviving Company, Buyer or Parent in accordance with this Section 2.07, such Company Unit Certificate shall be canceled and shall be exchanged as provided in this Section 2.07. (ii) No later than ten (10) Business Days prior the Closing, Buyer shall cause the Paying Agent to send to each Seller and each holder of Team Class P Units at the email addresses provided to Buyer by the Company for each such Seller and holder of Class P Units no later than two (2) Business Days prior to such distribution a letter of transmittal (in a customary form reasonably acceptable to Buyer and the Sellers’ Representative, which, for the avoidance of doubt, shall contain an acknowledgment that such Seller agrees to be bound by the operative provisions applicable to a Seller under this Agreement) (a “Letter of Transmittal”) with instructions for use in surrendering Company Unit Certificates for cancellation in exchange for the consideration payable in accordance with Section 2.03. Each Seller and holder of Team Class P Units will be required to (A) deliver a properly completed and validly executed Letter of Transmittal, Investor Questionnaire and, in the case of a holder of Team Class P Units, a Profits Interest Acknowledgment and (B) surrender any event within Company Unit Certificate(s) representing such Seller’s Company Units, in each case, to the Paying Agent, in order to receive such Seller’s applicable portion of the Merger Consideration in accordance with Section 2.03. Upon delivery of a Letter of Transmittal, an Investor Questionnaire and a Profits Interest Acknowledgment (if applicable), each duly completed and validly executed in accordance with the instructions thereto, and the surrender of any Company Unit Certificate(s) representing a Seller’s Company Units (if applicable) (or delivery of a Lost Certificate Indemnity in lieu thereof), in each case, to the Paying Agent, such Seller (or holder of Team Class P Units, as applicable) shall be entitled to receive the consideration due to such Seller (or holder of Team Class P Units, as applicable) in |US-DOCS\159043691.20|| accordance with the Payment Schedule. Following the Closing, the Paying Agent shall make (and Buyer shall cause the Paying Agent to make) the payments described in the preceding sentence to each Seller (or holder of Team Class P Units, as applicable) in the method designated by such Seller (or holder of Team Class P Units, as applicable) in the Letter of Transmittal promptly following receipt of the Payment Schedule and delivery of the Letter of Transmittal, the Investor Questionnaire and the Profits Interest Acknowledgment (if applicable), each duly completely and validly executed in accordance with the instructions thereto and the surrender of any applicable Company Unit Certificate(s) (if applicable) (or the delivery of a Lost Certificate Indemnity in lieu thereof) (which, if all received at least five (5) Business Days thereafterprior to the Closing Date, Parent shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of paid on the Certificates to the Exchange Agent and which Closing Date). If any Company Unit Certificate shall have been lost, stolen or destroyed, the owner of such other provisions lost, stolen or destroyed Company Unit Certificate shall provide an appropriate affidavit and indemnification agreement as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as indemnity against any claim that may be reasonably required by made against Parent, Buyer or the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Surviving Company Common Stock that is not registered in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer with respect to such other Person shall be deducted from the amount otherwise payable pursuant Company Unit Certificate (a “Lost Certificate Indemnity”) as a condition to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIpayment.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, and but in any no event within five later than ten (510) Business Days thereafterbusiness days following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of a certificate or certificates (the "Certificates") which 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 shares of Parent Common Stock from Merger Consideration Sub pursuant to Section 2.1(a)(i): 1.6, (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent and the Company may agreereasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising certificates representing shares of Parent Common Stock. Promptly after the Merger ConsiderationEffective Time, but in no event later than ten (10) business days following the Effective Time, the Surviving Corporation shall cause to be mailed to the Company Stockholders other than the Signing Stockholders, notice of dissenters rights pursuant to Georgia Law Sections 14-2-1301, et. Seq. and a private placement memorandum. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and/or and such other customary documents as may be reasonably required by pursuant to such instructions (the Exchange Agent"Transmittal Documents"), the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for certificate representing the Merger Consideration that number of whole shares of Parent Common Stock (less the number of shares of Parent Common Stock to be deposited with the Escrow Agent on such holder's behalf pursuant to Section 1.6 and Section 8.2(a) hereof and the Escrow Agreement), plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled to receive pursuant to the provisions of this Article IISection 1.6, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In At the event Closing, and subject to and in accordance with the provisions of a transfer Section 8.2(a) hereof and the Escrow Agreement, Parent shall cause to be delivered to the Escrow Agent, on behalf of ownership the holders of Certificates, certificates representing the Escrow Shares which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited with the Escrow Agent as set forth in Section 8.2(a) and the Escrow Agreement and shall be available to reimburse Parent as provided in Sections 8.2(a), 8.3(a) and the Escrow Agreement. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock that is not registered in will be deemed from and after the transfer records of the CompanyEffective Time, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person all corporate purposes, other than the Person in whose name payment of dividends, to evidence the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent ownership of the payment number of full shares of Parent Common Stock into which such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on shall have been so converted and the Merger Consideration payable right to holders receive an amount in cash in lieu of Company Common Stock pursuant to this Article IIthe issuance of any fractional shares in accordance with Section 1.6.

Exchange Procedures. As (a) Prior to the Closing, Acquiror shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Aggregate Merger Consideration to the Company’s stockholders. At or prior to the Effective Time, Acquiror shall deposit with the Exchange Agent (i) the number of shares of Acquiror Common Stock equal to the Stock Consideration to be paid in shares of Acquiror Common Stock and (ii) a cash amount in immediately available funds equal to the Cash Consideration, if any. (b) Reasonably promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent Acquiror shall send or shall cause the Exchange Agent to mail send, to each record holder of record of shares of Company Common Stock as of immediately prior to the Effective Time, whose shares of Company Common Stock were was converted pursuant to Section 3.1(a) and Section 3.1(c) or Section 3.1(d), as applicable, into the right to receive a portion of the Aggregate Merger Consideration pursuant to Section 2.1(a)(i): (i) Consideration, a letter of transmittal in customary form and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title to Certificates shall pass, only upon delivery proper transfer of the Certificates each share to the Exchange Agent Agent, and which shall letter of transmittal will be in customary form and have such other provisions as Parent and the Company Acquiror may agreereasonably specify) and (ii) instructions for use in surrendering the Certificates such exchange (or affidavits each, a “Letter of loss in lieu thereofTransmittal”). (c) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the Each holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only have been converted into the right to receive upon such surrender a portion of the Aggregate Merger Consideration, pursuant to Section 3.1(a) and Section 3.1(c) or Section 3.1(d), as applicable, shall be entitled to receive such portion of the Aggregate Merger Consideration, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal and such other documents as may reasonably be requested by the Exchange Agent. No interest will shall be paid or will accrue for accrued upon the benefit transfer of holders any share. (d) Promptly following the date that is one (1) year after the Effective Time, Acquiror may instruct the Exchange Agent to deliver to Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Merger Consideration that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of shares of Company Common Stock on as of immediately prior to the Merger Consideration payable to holders Effective Time that has not exchanged such shares of Company Common Stock for an applicable portion of the Aggregate Merger Consideration in accordance with this Section 3.2 prior to the date that is one (1) year after the Effective Time, may transfer such shares of Company Common Stock to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the Aggregate Merger Consideration without any interest thereupon. None of Acquiror, Merger Sub, the Company, the Surviving Company or the Exchange Agent shall be liable to any Person in respect of any of the Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws. If any such shares shall not have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article IIIII would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto.

Exchange Procedures. (i) As promptly as practicable after the Effective Timedate hereof, and in any event within five (5) Business Days thereafter, Parent Novus shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares and holder of Company Common Preferred Stock were converted into evidenced by certificates (the right “Certificates”) entitled to receive the Per Share Merger Consideration pursuant to Section 2.1(a)(i): (i) 3.01: a letter of transmittal in customary form (transmittal, which shall be in a form reasonably acceptable to Novus and the Company (the “Letter of Transmittal”) and shall specify (A) 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 have such other provisions as Parent and the Company may agree) Agent; and (iiB) instructions for use in surrendering effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (or affidavits of loss 2) Business Days (but in lieu thereofno event prior to the Effective Time) or Book-Entry Shares in exchange for cash comprising after the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentAgent of all Certificates held by such holder for cancellation, together with such letter a Letter of transmittalTransmittal, duly completed and validly executed, and/or executed in accordance with the instructions thereto and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Book-Entry Share or Certificate Certificates shall be entitled to receive in exchange therefor a check for therefore, and Novus shall cause the Exchange Agent to deliver the Per Share Merger Consideration that such holder is entitled to receive pursuant to in accordance with the provisions of this Article IISection 3.01, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedcancelled. Until surrendered as contemplated by this Section 2.2(b)0, each Book-Entry Certificate entitled to receive the Per Share and Certificate Merger Consideration in accordance with Section 3.01 shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration. No interest will be paid or will accrue for Consideration that such holder is entitled to receive in accordance with the benefit provisions of holders Section 3.01. (ii) Within two (2) Business Days following the Effective Time (but in no event prior to the Effective Time), Novus shall cause the Exchange Agent to deliver to each holder of Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry (including shares of Company Common Stock on resulting from the conversion of Company Preferred Stock not evidenced by Certificates described in Section 3.01a)) the Per Share Merger Consideration payable to holders in accordance with the provisions of Section 3.01, and such Company Common Stock pursuant to this Article IIshall forthwith be cancelled.

Exchange Procedures. As promptly (a) Prior to the Closing, SPAC shall appoint an exchange agent (the “Exchange Agent”) consented to by the Company (such consent not to be unreasonably withheld, conditioned or delayed) to act as practicable after the agent for the purpose of paying the Merger Consideration (other than the Earn Out Shares) to each of the Company’s stockholders (the “Aggregate Merger Consideration”); provided, however, that SPAC shall afford the Company the opportunity to review any proposed Contract with the Exchange Agent prior to execution, and shall accept the Company’s reasonable comments thereto. (b) At the First Effective Time, the Company will promptly issue and in any event within five allot, credited as fully paid, or cause to be issued and allotted, credited as fully paid, to the Pre-Closing Holders (5) Business Days thereafter, Parent shall cause and the Company will direct the Exchange Agent to mail take all necessary action to each holder of record and effect the same) the number of shares of Company SPAC Class A Common Stock whose shares of Company Common Stock were converted into the right equal to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary accordance with the Allocation Schedule, in each case in book-entry form (which shall specify that delivery shall be effectedhave a customary Securities Act restrictive legend), and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be unless otherwise reasonably required requested by the Exchange Agent, the holder Company. (c) If any portion of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation relevant Company Common Stock was registered on the books and records of the Company immediately prior to the Exchange AgentFirst Effective Time, it shall be a condition to such Certificate delivery that (i) the transfer of such Company Common Stock shall have been permitted in accordance with the terms of the Company’s Organizational Documents, as in effect immediately prior to the Effective Time, (ii) if applicable, the certificate representing such Company Common Stock shall be properly endorsed or shall otherwise be in proper form for transfer. In , (iii) the recipient of such caseportion of the Merger Consideration, or the amount Person in whose name such portion of the Merger Consideration is issued, shall have already executed and delivered counterparts to such other documents as are reasonably deemed necessary by the Surviving Corporation or the Company, and (iv) the Person requesting such delivery shall pay to the Company any stock transfer or other similar Taxes (whether imposed on required as a result of such delivery to a Person other than the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares holder of Company Common Stock on or establish to the Merger Consideration payable to holders satisfaction of the Surviving Corporation and the Company Common Stock pursuant to this Article IIthat such Tax has been paid or is not payable.

Exchange Procedures. As promptly as practicable after (a) On or prior to the Effective Time, and in any event within five (5) Business Days thereafterDate, Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates (each, a “Certificate” and, collectively, the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock, Series A Preferred Stock whose shares of Company Common or Series B Preferred Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary the form prepared by Parent (which the “Transmittal Letter”). The Transmittal Letter 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 which shall have such other provisions as Parent and the Company may agree) and (ii) shall contain instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising any applicable Per Common Consideration, Per Series A Consideration or Per Series B Consideration payable pursuant to Section 2.1 (such cash, together with any interest payable pursuant to Section 3.1(d) or 3.1(e), the Merger Consideration“Exchange Fund”). The Company shall use reasonable best efforts to cause Transmittal Letters and associated Certificates representing at least 90% of the Shares to be delivered to Parent on the Closing Date. (b) Upon surrender of a Book-Entry Share or a Certificate to Parent for cancellation to the Exchange Agentcancellation, together with such letter of transmittalthe Transmittal Letter, duly completed and validly executed, and/or and such other documents as may reasonably be reasonably required by the Exchange AgentParent, Parent shall deliver to the holder of such Book-Entry Share or Certificate shall be entitled Certificate, subject to receive Section 3.6, (i) in exchange therefor a check for each share of Company Common Stock represented thereby, the Merger Consideration that such holder is entitled to receive pursuant to Per Common Closing Payment, (ii) in exchange for each share of Series A Preferred Stock represented thereby, the provisions Per Series A Closing Payment and, (iii) in exchange for each share of this Article IISeries B Preferred Stock represented thereby, the Per Series B Closing Payment, and the Book-Entry Share or such Certificate so surrendered shall forthwith be canceled. . (c) In the event that any distribution by Parent is required to be made pursuant to Section 2.4(b), (any such amount to be distributed, the “Working Capital Distribution Amount”), promptly following the final determination of the Valuation Date Working Capital pursuant to Section 2.3(b), 2.3(c) or 2.3(d), Parent shall distribute to each Person that has surrendered a transfer of ownership of shares Certificate to Parent for cancellation, together with the Transmittal Letter, duly executed, and such other documents as may reasonably have been required by Parent, subject to Section 3.6, (i) with respect to each share of Company Common Stock that is not registered represented by such Certificate, a payment in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation equal to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, quotient of (A) the amount of any stock transfer the Working Capital Distribution Amount divided by (B) the Fully Diluted Share Number; (ii) with respect to each share of Series A Preferred Stock represented by such Certificate, a payment in the amount equal to the product of (A) the quotient of (I) the amount of the Working Capital Distribution Amount divided by (II) the Fully Diluted Share Number multiplied by (B) 31.25; and (iii) with respect to each share of Series B Preferred Stock represented by such Certificate, a payment in the amount equal to the product of (A) the quotient of (I) the amount of the Working Capital Distribution Amount divided by (II) the Fully Diluted Share Number multiplied by (B) the Series B Conversion Ratio. (d) Promptly following the 18 month anniversary of the Closing Date, Parent shall determine the amount (the “Initial Holdback Amount”) equal to the sum of (i) the Holdback Amount minus (A) all amounts set off by Parent Group Members against the Holdback Amount pursuant to this Agreement (including pursuant to Section 2.4(a)), (B) the aggregate amount of Representative Expenses paid to the Representative pursuant to Section 2.5 from the Closing Date through and including such date of determination and (C) the aggregate amount of claims set forth in one or other similar Taxes more Claim Notices that have not been resolved by Parent and the Representative as of such date plus (whether imposed ii) interest on the registered holder(s)amount specified in the preceding clause (i) from the Closing Date to the date of distribution under this Section 3.1(d) at the Interest Rate, or and promptly following such determination, Parent shall distribute to each Person that has surrendered a Certificate to Parent for cancellation, together with the Transmittal Letter, duly executed, and such other Persondocuments as may reasonably have been required by Parent, or otherwisesubject to Section 3.6, (i) payable on account of such issuance or transfer with respect to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares share of Company Common Stock represented by such Certificate, a payment in the amount equal to the quotient of (A) the amount of the Initial Holdback Amount divided by (B) the Fully Diluted Share Number; (ii) with respect to each share of Series A Preferred Stock represented by such Certificate, a payment in the amount equal to the product of (A) the quotient of (I) the amount of the Initial Holdback Amount divided by (II) the Fully Diluted Share Number multiplied by (B) 31.25; and (iii) with respect to each share of Series B Preferred Stock represented by such Certificate, a payment in the amount equal to the product of (A) the quotient of (I) the amount of the Initial Holdback Amount divided by (II) the Fully Diluted Share Number multiplied by (B) the Series B Conversion Ratio. (e) Promptly upon resolution of each unresolved Claim Notice after the 18 month anniversary of the Closing Date, Parent shall determine the amount (the “Subsequent Holdback Amount”) equal to the sum of (i) any balance of the Holdback Amount not distributed pursuant to Section 3.1(d) minus (A) all amounts which Parent Group Members are entitled to receive pursuant to such resolved Claim Notice, (B) the aggregate amount of Representative Expenses paid to the Representative pursuant to Section 2.5 from the date of the immediately preceding distribution made pursuant to Section 3.1(d) or this Section 3.1(e) through and including such date of determination and (C) the aggregate amount of claims set forth in any remaining unresolved Claim Notices plus (ii) interest on the Merger Consideration payable amount specified in the preceding clause (i) from the Closing Date to holders the date of distribution under this Section 3.1(e) at the Interest Rate, and on or prior to the last business day of the month during which such determination is made, Parent shall distribute to each Person that has surrendered a Certificate to Parent for cancellation, together with the Transmittal Letter, duly executed, and such other documents as may reasonably have been required by Parent, subject to Section 3.6, (i) with respect to each share of Company Common Stock pursuant represented by such Certificate, a payment in the amount equal to this Article the quotient of (A) the amount of the Subsequent Holdback Amount divided by (B) the Fully Diluted Share Number; (ii) with respect to each share of Series A Preferred Stock represented by such Certificate, a payment in the amount equal to the product of (A) the quotient of (I) the amount of the Subsequent Holdback Amount divided by (II) the Fully Diluted Share Number multiplied by (B) 31.25; and (iii) with respect to each share of Series B Preferred Stock represented by such Certificate, a payment in the amount equal to the product of (A) the quotient of (I) the amount of the Subsequent Holdback Amount divided by (II) the Fully Diluted Share Number multiplied by (B) the Series B Conversion Ratio.

Exchange Procedures. As promptly as practicable after Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent Payments Administrator to mail to each holder of record (as of shares the Effective Time) of a certificate or certificates or an instrument or instruments (the "Certificates"), which immediately prior to the Effective Time represented (i) outstanding Company Common Stock Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant as set forth herein, and (ii) Warrants which were converted into the right to Section 2.1(a)(i): receive the Merger Consideration as set forth herein, the following: (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, in a form customary for transactions of this nature and risk of loss and title reasonably acceptable to Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreeCompany) and (iiB) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the such Merger Consideration. Upon As soon as practicable following surrender of a Book-Entry Share or a Certificate Certificates for cancellation to the Exchange AgentPayments Administrator, together with such letter of transmittal, duly completed and validly executed, and/or executed in accordance with the instructions thereto and such other documents as may reasonably be reasonably required by the Exchange AgentPayments Administrator, the holder of record of such Book-Entry Share or Certificate Certificates (unless such Certificates represent Dissenting Shares) shall be entitled to receive in exchange therefor a check for the amount of cash, without interest, constituting the portion of Merger Consideration that at such times and in such amount as such holder is entitled to receive pursuant to the provisions of under this Article II, ARTICLE II and the Book-Entry Share or Certificate Certificates so surrendered shall forthwith be canceledcancelled. In At the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records election of the Companyrespective Company Holder, a check for the proper Payments Administrator shall make the foregoing payment by wire transfer if the aggregate amount owed to any such Company Holder at the Closing is in excess of cash comprising the Merger Consideration shall be issued to a Person $50,000. Until so surrendered, outstanding Certificates (other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentencethose representing Dissenting Shares, unless evidence satisfactory the holder thereof effectively withdraws or loses its right to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall appraisal) will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence, in the case of Company Holders, the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit holder's portion of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to under this Article IIAgreement, without interest, into which such securities shall have been so converted.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, and but in any event within case no later than five (5) Business Days thereafterdays after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): 2.01: (i) a letter of transmittal in customary form (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 which shall be in such form and have such other provisions as Parent and Purchaser or the Company Surviving Corporation may agreereasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising payment of the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation of the Certificates to the Exchange AgentPaying Agent or to such other agent or agents as may be appointed by Purchaser, together with such letter Letter of transmittalTransmittal, duly completed and validly executed, and/or executed in accordance with the instructions thereto and such other documents as may reasonably be reasonably required by the Exchange Paying Agent, the holder of such Book-Entry Share or Certificate Certificates shall be entitled to receive in exchange therefor a check for the Merger Consideration that to which such holder is entitled to receive pursuant to the provisions of this Article IISection 2.01, and the Book-Entry Share or Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered canceled except as set forth in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedSection 2.05. Until surrendered as contemplated by this Section 2.2(b)so surrendered, each Book-Entry Share and Certificate shall outstanding Certificates will be deemed at any time from and after the Effective Time time, for all corporate purposes, to represent only evidence ownership of the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable and the CVRs attributable to holders such Certificates. Notwithstanding the foregoing, the Surviving Corporation shall cause the Paying Agent to deliver a Letter of Company Common Stock pursuant Transmittal to this Article IIthe Principal Stockholders on the day of the Effective Time and the Principal Stockholders shall be entitled to prompt payment by wire transfer in accordance with the instructions specified in such Letter of Transmittal.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, and in any no event within five later than two (52) Business Days thereafter, the Surviving Corporation shall, and Parent shall cause the Exchange Surviving Corporation to, cause the Paying Agent to mail to each holder of record of shares of Company Common Stock (i) a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration consideration payable pursuant to Section 2.1(a)(i): 3.1(b) (iA) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall have such other provisions as Parent be in customary form and the Company may agreecontain customary provisions) and (iiB) instructions for use in surrendering effecting the surrender of the Certificates in exchange for the Merger Consideration and (or affidavits ii) Book-Entry Shares whose shares of loss Common Stock were converted into the right to receive the consideration payable pursuant to Section 3.1(b) instructions for use in lieu thereof) or effecting the surrender of such Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon Each holder of record of one or more Certificates, upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentPaying Agent of such Certificate or Certificates, together with such letter of transmittal, duly completed and validly executed, and/or and such other documents as may reasonably be reasonably required by Parent or the Exchange Paying Agent, and each holder of record of Book-Entry Shares, upon surrender to the holder Paying Agent of such Book-Entry Share Shares (which shall be deemed surrendered upon receipt by the Paying Agent of an “agent’s message” in customary form or Certificate such other evidence as the Paying Agent may reasonably request), shall be entitled to receive in exchange therefor a check for the amount of Merger Consideration that to which such holder is entitled to receive pursuant to the provisions of this Article IISection 3.1(b), and the Certificates or Book-Entry Share or Certificate Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the transfer records of the Company, a check for the proper amount payment of cash comprising the Merger Consideration shall may be issued made to a Person other than the Person in whose name the Certificate or Book-Entry Share so surrendered is registered, if, upon presentation to the Exchange Agent, registered if such Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer. In transfer and the Person requesting such case, the amount of payment shall pay any stock transfer or other similar Taxes (whether imposed on required by reason of the registered holder(s), transfer or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant establish to the immediately preceding sentence, unless evidence satisfactory to reasonable satisfaction of Parent and the Exchange Paying Agent of the payment of that such Taxes, Taxes have been paid or exemption therefrom, is submittedare not applicable. Until surrendered as contemplated by this Section 2.2(b3.2(b), each Certificate or Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, subject to the terms and conditions set forth herein. No interest will shall be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable any payment to holders of Company Common Stock Certificates or Book-Entry Shares pursuant to the provisions of this Article IIIII.

Exchange Procedures. As promptly as practicable after Promptly following the Effective TimeTime (but in no event later than the fifth (5th) business day thereafter), and in any event within five (5) Business Days thereafter, Parent the Paying Agent shall cause the Exchange Agent to mail to each holder of record of shares of a Certificate or Company Common Stock Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): 2.1, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or Company Book-Entry Shares, upon adherence to the Exchange Agent procedures set forth in the letter of transmittal and which shall be in such form and have such other provisions as Parent and the Company may agreereasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Company Book-Entry Shares in exchange for cash comprising the Cash Merger Consideration. Upon surrender Consideration and a number of a Contingent Payment Rights represented by book-entry, into which the number of shares of Company Common Stock previously represented by such Certificate or Company Book-Entry Share or Shares shall have been converted into the right to receive pursuant to this Agreement (which instructions shall provide that, at the election of the surrendering holder, Certificates and letters of transmittal (and any related documentation) may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Each former stockholder of the Company, upon surrender to the Paying Agent of a Certificate for cancellation to the Exchange Agentor Company Book-Entry Share, as applicable, together with such a letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and/or and such other documents as may customarily be reasonably required by the Exchange Paying Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor (i) a check for in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 2.3(k)) equal to the aggregate amount of Cash Merger Consideration that and (ii) a number of Contingent Payment Rights represented by book-entry, into which such holder is entitled to receive pursuant to the provisions of this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of holder’s shares of Company Common Stock that is not registered represented by such holder’s properly surrendered Certificates or Company Book Entry Shares, as applicable, were converted in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedaccordance with this Article II. Until surrendered as contemplated by this Section 2.2(b)2.3, each Certificate or Company Book-Entry Share and Certificate (other than Certificates or Company Book-Entry Shares that represent Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration as contemplated by this Article II. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration any cash payable to holders of Certificates or Company Common Stock pursuant to Book-Entry Shares under the provisions of this Article II.

Exchange Procedures. As promptly as practicable after the Effective TimeThe Surviving Corporation shall, and in any event within five (5) Business Days thereafter, Parent shall cause accordance with the Exchange Agent Agreement, cause to mail be delivered or mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): 2.06, (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 or shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent and the Company may agreereasonably specify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the cash comprising the Merger Considerationpayable to such holder pursuant to Section 2.06 and certificates representing shares of Parent Common Stock payable to such holder pursuant to Section 2.06, if any. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentAgent or to such other agent or agents as may be appointed by 40 Parent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by executed in accordance with the Exchange Agentinstructions thereto, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that cash payable to such holder is entitled pursuant to Section 2.06 and a certificate representing the number of whole shares of Parent Common Stock and payment in lieu of fractional shares, if any, which such holder has the right to receive pursuant to the provisions of this Article IISection 2.06, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceledcancelled. In Until so surrendered, each outstanding Certificatethat, prior to the event of a transfer of ownership of Effective Time, represented shares of Company Common Stock that is not registered in or Company Preferred Stock will be deemed from and after the transfer records of the CompanyEffective Time, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person all corporate purposes, other than the Person in whose name payment of dividends, to evidence the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent ownership of the payment number of full shares of Parent Common Stock, if any, into which such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on or Company Preferred Stock shall have been so converted, the Merger Consideration payable right to holders receive an amount in cash in lieu of Company Common Stock pursuant the issuance of any fractional shares in accordance with Section 2.06(i), and the right to this Article IIreceive cash in the manner provided by Section 2.06 hereof.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time (and in no event later than two (2) Business Days thereafter), Parent shall cause to be mailed to each person who was, at the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail to each a holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the right Shares entitled to receive the Merger Consideration pursuant to Section 2.1(a)(i3.01(a): (i) a letter of transmittal (which shall be in customary form (which reasonably acceptable to the Company prior to the Effective Time and shall specify that delivery shall be effected, and risk of loss and title to Certificates the Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) Paying Agent); and (ii) instructions for use in surrendering effecting the Certificates surrender of the certificates evidencing such Shares (or affidavits of loss in lieu thereofeach, a “Certificate” and, together, the “Certificates”) or the non-certificated Shares represented by book-entry (“Book-Entry Shares Shares”) in exchange for cash comprising the Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof and delivery of a Book-Entry Share or bond in a Certificate for cancellation reasonable amount, if reasonably required, in each case pursuant to Section 3.02(e)) to the Exchange AgentPaying Agent for cancellation, together with such letter of transmittal, duly completed and validly executed, and/or executed in accordance with the instructions thereto (and such other documents as may customarily be reasonably required by the Exchange Paying Agent), the holder of such Book-Entry Share or Certificate Shares shall be entitled to receive in exchange therefor a check for the Merger Consideration that which such holder is entitled has the right to receive pursuant to the provisions of this Article IISection 3.01(a), and the Book-Entry Share or Certificate Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock Shares that is not registered in the transfer records of the Company, a check for the proper amount payment of cash comprising the Merger Consideration shall 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, upon presentation registered if the Certificate or Book-Entry Share representing such Shares shall be presented to the Exchange Paying Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed transfer or otherwise be in proper form for transfer. In , and the person requesting such case, the amount of payment shall pay any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent required solely by reason of the payment of the Merger Consideration to a person other than the registered holder of such Taxes, Certificate or exemption therefrom, Book-Entry Share or establish to the reasonable satisfaction of Parent that such Tax has been paid or is submittednot applicable. Until surrendered as contemplated by this Section 2.2(b)3.02, each Certificate or Book-Entry Share and Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration to which the holder of such Certificate or Book-Entry Share is entitled pursuant to this Article III. No interest will shall be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration any cash payable to holders of Company Common Stock Certificates or Book-Entry Shares pursuant to the provisions of this Article III. Notwithstanding anything to the contrary in this Section 3.02, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article IIIII. In lieu thereof, each registered holder of one or more Book-Entry Shares shall upon receipt by the Paying Agent of an “agent’s” message in customary form (or such other evidence, if any, as the Paying Agent may reasonably require) be entitled to receive, and the Surviving Company shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after receipt of such agent’s message (or such other evidence, if any, as the Paying Agent may reasonably require), the Merger Consideration for each Book-Entry Share.

Exchange Procedures. As promptly (a) At the Effective Time, (i) the holders of the Purchaser Common Stock will surrender their stock certificates or other instruments representing the Purchaser Common Stock (collectively, the “Purchaser Certificates”) and (ii) the holders of the Company Units will surrender their membership certificates or other instruments representing the Company Units, if any, and written acknowledgement of the termination of their rights to such Company Units (collectively, the “Company Certificates”), or in the case of a lost, stolen or destroyed Purchaser Certificate or Company Certificate, upon delivery of Lost Certificate Affidavit (and indemnity, if required) in the manner provided in Section 1.11(g), to Pubco for cancellation together with any related documentation reasonably requested by Pubco in connection therewith. (b) Certificates representing the shares of Pubco Common Stock shall be issued to the holders of Company Units and Purchaser Common Stock upon surrender of the Company Certificates and Purchaser Certificates as practicable provided for herein or otherwise agreed by the Parties. Upon surrender of the Company Certificates and Purchaser Certificates (or in the case of a lost, stolen or destroyed Company Certificate or Purchaser Certificate, upon delivery of a Lost Certificate Affidavit (and indemnity, if required) in the manner provided in Section 1.11(g)) for cancellation to Pubco or to such other agent or agents as may be appointed by Pubco, Pubco shall issue, or cause to be issued, to each holder of the Company Certificates and Purchaser Certificates such certificates representing the number of shares of Pubco Common Stock for which their Company Units and Purchaser Common Stock, respectively, are exchangeable at the Effective Time and any dividends or distributions payable pursuant to Section 1.11(f), and the Company Certificates and the Purchaser Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Company Certificates will be deemed, from and after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into evidence only the right to receive the applicable portion of the Merger Consideration (as it may be adjusted after the Closing pursuant to Section 2.1(a)(i): 1.15) pursuant to this Article I. (ic) If certificates representing the shares of Pubco Common Stock are to be issued in a name other than that in which the Company Certificates or Purchaser Certificates surrendered in exchange therefor are registered, it will be a condition of the issuance thereof that the Company Certificates or Purchaser Certificates so surrendered will be properly endorsed and otherwise in proper form for transfer and that the persons requesting such exchange will have paid to Pubco or any agent designated by it any transfer or other taxes required by reason of the issuance of certificates representing the shares of Pubco Common Stock in any name other than that of the registered holder of the Company Certificates or Purchaser Certificates surrendered, or established to the satisfaction of Pubco or any agent designated by it that such tax has been paid or is not payable. (d) Promptly after the date hereof, the Company shall send to each holder of Company Units a letter of transmittal for use in customary exchanging Company Certificates for the applicable portion of the Merger Consideration in the form attached hereto as Exhibit C (a “Letter of Transmittal”) (which shall specify that the delivery of share certificates in respect of the Merger Consideration shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreePubco (or a Lost Certificate Affidavit)) and (ii) instructions for use in surrendering such exchange. Each Company Unitholder shall be entitled to receive its Pro Rata Share of the Certificates Merger Consideration in respect of the Company Units represented by the Company Certificate(s) (excluding any equity securities described in Section 1.9(b)), as soon as reasonably practicable after the Effective Time, but subject to the delivery to Pubco of the following items (collectively, the “Transmittal Documents”): (i) the Company Certificate(s) for its Company Units (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Lost Certificate for cancellation to the Exchange AgentAffidavit), together with such letter of transmittal, duly a properly completed and validly executed, and/or duly executed Letter of Transmittal and such other documents as may be reasonably required requested by Pubco and (ii) a duly executed counterpart to a lock-up agreement with Pubco and the Exchange AgentPurchaser Representative, effective as of the holder of such BookEffective Time, substantially in the form attached as Exhibit D hereto (each a “Lock-Entry Share or Up Agreement”). Until so surrendered, each Company Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive upon such surrender portion of the Merger Consideration. Consideration attributable to such Company Certificate. (e) Notwithstanding anything to the contrary contained herein, no fraction of a share of Pubco Common Stock will be issued by Pubco by virtue of this Agreement or the transactions contemplated hereby (including the Earnout Share Payments), and each Person who would otherwise be entitled to a fraction of a share of Pubco Common Stock (after aggregating all fractional shares of Pubco Common Stock that otherwise would be received by such holder) shall instead have the number of shares of Pubco Common Stock issued to such Person rounded down in the aggregate to the nearest whole share of Pubco Common Stock. (f) No interest dividends or other distributions declared or made with respect to Pubco Common Stock with a record date after the Effective Time will be paid to the holders of any Company Certificates or Purchaser Certificates that have not yet been surrendered with respect to the shares of Pubco Common Stock to be issued upon surrender thereof until the holders of record of such Company Certificates or Purchaser Certificates shall surrender such certificates. Subject to applicable Law, following surrender of any such Company Certificates or Purchaser Certificates, Pubco shall promptly deliver to the record holders thereof, without interest, the certificates representing the shares of Pubco Common Stock issued in exchange therefor and the amount of any such dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Pubco Common Stock. (g) In the event any Company Certificate or Purchaser Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (a “Lost Certificate Affidavit) by the Person claiming such Company Certificate or Purchaser Certificate to be lost, stolen or destroyed and, if required by Pubco, the posting by such Person of a bond in customary amount and upon such terms as may be reasonably required by Pubco as indemnity against any claim that may be made against it with respect to such Company Certificate or Purchaser Certificate, Pubco will accrue for issue or cause to be issued the benefit of holders number of shares of Company Pubco Common Stock on for which such lost, stolen or destroyed Company Certificates or Purchaser Certificates are exchangeable at the Merger Consideration Effective Time and any dividends or distributions payable to holders of Company Common Stock pursuant to this Article IISection 1.11(f).

Exchange Procedures. As promptly soon as practicable after the Effective Time, Time (and in any event within five (5) Business Days thereafterafter), Parent shall cause the Exchange Paying Agent to mail to each holder Holder of record record, as of shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): Effective Time, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be in the form and have such other customary provisions as Parent and the Company may agreespecify) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger ConsiderationConsideration to be received by the Holder thereof pursuant to this Agreement. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Paying Agent, together with such a letter of transmittal, transmittal duly completed and validly executedexecuted in accordance with the instructions thereto, and/or and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder Holder of such Book-Entry Share or Certificate shall be entitled to receive promptly in exchange therefor a check for the Merger Consideration that for each share of Company Common Stock formerly represented by such holder is entitled to receive pursuant to the provisions of this Article IICertificate, and the Book-Entry Share or Certificate so surrendered shall be forthwith cancelled. 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. No interest shall be canceledpaid or accrued for the benefit of Holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. In At the event Effective Time, the stock transfer books of a transfer the Company shall be closed, and thereafter there shall be no further registration of ownership transfers of shares of Company Common Stock that is not registered in theretofore outstanding on the transfer records of the Company. If Certificates are presented to the Company for transfer following the Effective Time, a check for the proper amount of cash comprising the Merger Consideration they shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount canceled against delivery of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be All cash paid or will accrue for the benefit of holders upon surrender of shares of Company Common Stock on in accordance with the Merger Consideration payable terms of this Article II shall be deemed to holders have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock pursuant Stock. Until so surrendered, each such Certificate shall represent after the Effective Time, for all purposes, only the right to this Article IIreceive the Merger Consideration.

Exchange Procedures. As promptly as practicable Not later than 10 business days after the Effective Time, and in any event within five (5) Business Days thereafter, Parent Buyer shall cause the Exchange Agent to mail or deliver to each holder of record of a certificate or certificates which represented shares of Company Seller Common Stock whose shares of Company Common Stock were converted into immediately prior to the right to receive Effective Time (the Merger Consideration pursuant to Section 2.1(a)(i): (i“Certificates”) a letter of appropriate transmittal in customary form materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Buyer). The Certificate or Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate Seller Common Stock so delivered shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceledduly endorsed as Buyer may require. In the event of a transfer of ownership of shares of Company Seller Common Stock represented by Certificates that is are not registered in the transfer records of Seller, the Company, a check for the proper amount of cash comprising the Merger Consideration shall consideration provided in Section 3.1 may be issued to a Person other than transferee if the Person in whose name the Certificate so surrendered is registeredCertificates representing such shares are delivered to Buyer, if, upon presentation accompanied by all documents required to the Exchange Agent, evidence such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless and by evidence satisfactory to Buyer that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of: (a) an affidavit of that fact from the Exchange Agent of holder claiming such Certificate to be lost, mislaid, stolen or destroyed; (b) such bond, security or indemnity as Buyer may reasonably require; and (c) any other documents necessary to evidence and effect the payment of bona fide exchange thereof, Buyer shall issue to such Taxesholder the consideration into which the shares represented by such lost, stolen, mislaid or exemption therefrom, is submitteddestroyed Certificate shall have been converted. Until surrendered Buyer may establish such other reasonable and customary rules and procedures in connection with its duties as contemplated by this Section 2.2(b)it may deem appropriate. After the Effective Time, each Book-Entry Share holder of shares of Seller Common Stock (other than shares to be canceled pursuant to Section 3.2 or as to which statutory dissenters’ rights have been perfected as provided in Section 3.3) issued and Certificate shall be deemed outstanding at any time after the Effective Time to represent only the right to receive upon such shall surrender the Merger ConsiderationCertificate or Certificates representing such shares to Buyer and shall within 3 business days upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 3.7. No interest will Buyer shall not be paid or will accrue for obligated to deliver the benefit consideration to which any former holder of holders of shares of Company Seller Common Stock on is entitled as a result of the Merger Consideration payable to holders of Company Common Stock pursuant to Share Exchange until such holder surrenders such holder’s Certificate or Certificates for exchange as provided in this Article IISection 3.8.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent NewCo shall cause the Exchange Agent to mail to each holder of record of shares of Company Spartan Common Stock whose shares of evidenced by certificates (the “Certificates”) or represented by book-entry (the “Book-Entry Shares”) and not held by the Depository Trust Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i“DTC”) a letter of transmittal in customary form (transmittal, which shall be in a form reasonably acceptable to Spartan (the “Letter of Transmittal”) and shall specify (A) to the extent applicable, 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 have such other provisions as Parent and the Company may agree) Agent, and (iiB) instructions for use in surrendering effecting the surrender of the Certificates or Book-Entry Shares, as applicable, pursuant to the Letter of Transmittal. Within two (or affidavits 2) Business Days (but, for the avoidance of loss doubt, in lieu thereofno event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates or Book-Entry Shares in exchange held by such holder for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agentcancellation, if applicable, together with such letter a Letter of transmittalTransmittal, duly completed and validly executed, and/or executed in accordance with the instructions thereto and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Share or Certificate Shares, as applicable, shall be entitled to receive in exchange therefor a check for therefore, and Spartan shall cause the Exchange Agent to deliver, the applicable Per Share Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article IIConsideration, and the Certificate and Book-Entry Share or Certificate Shares 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedcancelled. Until surrendered as contemplated by this Section 2.2(b)3.02, each Certificate and each Book-Entry Share and Certificate shall be deemed at any time all times after the Effective Time and the exchange in accordance with Section 3.02(a) to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration that such holder is entitled to receive in accordance with the provisions of Section 3.01. To the extent requested by Spartan, NewCo shall use reasonable best efforts to cooperate with Spartan to provide holders of Book-Entry Shares the opportunity to complete and return any Letter of Transmittal and such other documents as may be required by this paragraph prior to the Closing, in order to facilitate prompt delivery of the applicable Per Share Merger Consideration to the holders thereof following the Effective Time. (ii) With respect to Book-Entry Shares held through the DTC, NewCo and Spartan shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees as soon as reasonably practicable on or after the Closing Date, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the applicable Per Share Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article II.

Exchange Procedures. (i) As promptly as practicable after the Effective Timedate hereof, and in any event within five (5) Business Days thereafter, Parent DCRB shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into evidenced by certificates (the right “Certificates”) entitled to receive the Per Share Merger Consideration pursuant to Section 2.1(a)(i): (i) 3.01: a letter of transmittal in customary form (transmittal, which shall be in a form reasonably acceptable to DCRB and the Company (the “Letter of Transmittal”) and shall specify (A) 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 have such other provisions as Parent and the Company may agree) Agent, and (iiB) instructions for use in surrendering effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (or affidavits of loss 2) Business Days (but in lieu thereofno event prior to the Effective Time) or Book-Entry Shares in exchange for cash comprising after the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentAgent of all Certificates held by such holder for cancellation, together with such letter a Letter of transmittalTransmittal, duly completed and validly executed, and/or executed in accordance with the instructions thereto and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Book-Entry Share or Certificate Certificates shall be entitled to receive in exchange therefor a check for therefor, and DCRB shall cause the Exchange Agent to deliver the Per Share Merger Consideration that such holder is entitled to receive pursuant to (other than any Earnout Shares) in accordance with the provisions of this Article IISection 3.01, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedcancelled. Until surrendered as contemplated by this Section 2.2(b)3.02, each Book-Entry Certificate entitled to receive the Per Share and Certificate Merger Consideration in accordance with Section 3.01 shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration. No interest will be paid or will accrue for Consideration that such holder is entitled to receive in accordance with the benefit provisions of holders Section 3.01. (ii) Within two (2) Business Days (but in no event prior to the Effective Time), DCRB shall cause the Exchange Agent to deliver to each holder of the Company Common Stock, as of immediately prior to the Effective Time, represented by book-entry (including shares of Company Common Stock on resulting from the conversion of Company Convertible Notes described in Section 3.01(a) and the Ascent Options described in Section 3.01(b)), the Per Share Merger Consideration payable to holders (other than any Earnout Shares) in accordance with the provisions of Section 3.01, and such Company Common Stock pursuant shall forthwith be cancelled. (iii) Notwithstanding the foregoing, in the event that DCRB determines in good faith, that any stockholder of the Company is not an Accredited Investor, then DCRB may elect to this Article IIsatisfy such stockholder’s right to receive the Per Share Merger Consideration deliverable at Closing by delivering or causing to be delivered to such stockholder an amount of cash equal to the Per Share Merger Consideration (other than any Earnout Shares) multiplied by $10.00.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose (the “Certificates”) and to each holder of uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): 2.2, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or the Uncertificated Shares shall pass, only upon valid delivery of the Certificates or valid transfer of the Uncertificated Shares to the Exchange Agent and which shall be in such form and have such other provisions as Parent and the Company may agreereasonably specify) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry transferring the Uncertificated Shares in exchange for cash comprising the Merger Consideration. Upon Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share upon (A) surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or and such other documents as may reasonably be reasonably required by the Exchange Agent, or (B) receipt of an “agent’s message” by the holder Exchange Agent (or such other evidence, if any, of such Booktransfer as the Exchange Agent may reasonably request), in the case of a book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for entry transfer of Uncertificated Shares. Upon payment of the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II2, and the Book-Entry each Certificate or Uncertificated Share or Certificate so surrendered or transferred 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 check for the proper amount of cash comprising the Merger Consideration shall payment 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, if, upon presentation to the Exchange Agent, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In transfer or such case, Uncertificated Shares shall be properly transferred and the amount of Person requesting such issuance shall pay any stock transfer or other similar Taxes (whether imposed on as defined in Section 3.12(m)) required by reason of the payment to a Person other than the registered holder(s), or such other Person, or otherwise) payable on account holder of such issuance Certificate or transfer to such other Person shall be deducted from the amount otherwise payable pursuant Uncertificated Shares or establish to the immediately preceding sentence, unless evidence satisfactory to satisfaction of Parent and the Exchange Agent of the payment of that such Taxes, Tax has been paid or exemption therefrom, is submittednot applicable. Until surrendered as contemplated by this Section 2.2(b), Each Certificate and each Book-Entry Uncertificated Share and 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. No interest will be paid or will accrue for Consideration into which the benefit of holders of shares of Company Common Stock shall have been converted pursuant to Section 2.2. No interest shall be paid or shall accrue on the Merger Consideration any cash payable to holders of Company Common Stock Certificates or Uncertificated Shares pursuant to the provisions of this Article II2.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder (i) record holder, as of record the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of the Company Common Stock (the "Certificates") or (ii) holder, as of the Effective Time, of shares of Company Common Stock whose shares represented by book-entry ("Book-Entry Shares"), a form of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only only, subject to Section 2.4(c), upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreePaying Agent) and (ii) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising payment of the Merger ConsiderationConsideration therefor. Upon surrender to the Paying Agent of a Book-Certificate or Book Entry Share or a Certificate Shares for cancellation to the Exchange Agentcancellation, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and/or and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or Book-Entry Share or Certificate Shares shall be entitled to receive in exchange therefor a check for the Merger Consideration that for each share formerly represented by such holder is entitled to receive pursuant to the provisions of this Article II, and the Certificate or Book-Entry Share Shares and such Certificate or Certificate so surrendered applicable book-entry shall forthwith then be canceled. In No interest shall be paid or accrued for the event benefit of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records holders of the Company, a check for the proper amount of cash comprising Certificates or Book-Entry Shares on the Merger Consideration shall be issued to a Person other than the Person payable in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent respect of the payment of such Taxes, Certificates or exemption therefrom, is submittedBook-Entry Shares. Until surrendered for cancellation as contemplated by this Section 2.2(b2.4(b), each Certificate and each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the applicable Merger Consideration payable to holders of Company Common Stock pursuant to as contemplated by this Article IISection 2.

Exchange Procedures. As promptly as practicable after Concurrently with the Effective Timemailing of the Consent Solicitation Statement, and in any event within five (5) Business Days thereafter, Parent GCAC shall mail or cause the Exchange Agent to mail be mailed to each holder of record Company Common Stock, Company Class F Stock or Company Preferred Stock evidenced by certificates (the “Certificates”) entitled to receive the Per Share Stock Consideration pursuant to Section 3.01: a letter of transmittal, which shall be in a form reasonably acceptable to GCAC and the Company (the “Letter of Transmittal”), and which shall (A) contain customary representations and warranties as to title, authorization, execution and delivery, (B) contain a customary release of all claims against GCAC and the Company arising out of or related to such holder’s ownership of shares of Company Common Stock, Company Class F Stock whose shares of or Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): Preferred Stock, (iC) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) GCAC, and (iiD) include instructions for use in surrendering effecting the surrender of the Certificates pursuant to the Letter of Transmittal. Within two (or affidavits 2) Business Days (but in no event prior to the Effective Time) after the surrender to GCAC of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate all Certificates held by such holder for cancellation (to the Exchange Agentextent such shares of Company Common Stock, Company Class F Stock or Company Preferred Stock are or were certificated), together with such letter a Letter of transmittalTransmittal, duly completed and validly executed, and/or executed in accordance with the instructions thereto and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Book-Entry Share or Certificate Certificates shall be entitled to receive in exchange therefor a check for therefore, and GCAC shall deliver the Merger Per Share Stock Consideration that such holder is entitled to receive pursuant to in accordance with the provisions of this Article IISection 3.01, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedcancelled. Until surrendered as contemplated by this Section 2.2(b)3.02, each Book-Entry Certificate entitled to receive the Per Share and Certificate Stock Consideration, in accordance with Section 3.01 shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for Per Share Stock Consideration that such holder is entitled to receive in accordance with the benefit provisions of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IISection 3.01.

Exchange Procedures. (i) As promptly soon as practicable (but not more than one (1) day) after the Effective Time, the Company and in any event within five (5) Business Days thereafter, Parent the Surviving Company shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares of Company Common Stock Certificates that were subsequently converted into the right to receive the Actual Merger Consideration pursuant to Consideration, as set forth in Section 2.1(a)(i): 1.4: (iA) a letter of transmittal in customary (a "Letter of Transmittal"), the form (and substance of which shall be reasonably agreed to by the Company and RG at least three (3) days prior to the Closing Date, which shall, among other things, 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 have such other provisions Surviving Company (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as Parent and the Company may agree) contemplated by Section 1.9(e); and (iiB) instructions for use in surrendering effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising payment of the applicable Actual Merger Consideration. . (ii) Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange AgentSurviving Company, together with such letter a Letter of transmittalTransmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, executed (A) the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check the applicable amount of (1) cash, by wire transfer of immediately available funds, and (2) shares of Company Common Stock, in each case equal to the portion of the Actual Merger Consideration for each RG Unit represented by such Certificate in accordance with the Merger Consideration that such holder is entitled to receive pursuant to Schedule and (B) the provisions of this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records Actual Merger Consideration payable upon surrender of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submittedCertificates. Until Table of Contents surrendered as contemplated by this Section 2.2(b1.9(a), each Book-Entry Share and such Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Actual Merger Consideration. No interest will Notwithstanding anything in this Section 1.9 to the contrary, RG Units that are in non-certificate book-entry form immediately prior to the Effective Time will, at the Effective Time, be deemed to be automatically surrendered for all purposes hereunder. (iii) In the event of a valid transfer of ownership of RG Units prior to the Effective Time that is not registered in the transfer records of RG, the appropriate amount of the Actual Merger Consideration may be paid to the applicable transferee if (i) in the case of certificated RG Units, the Certificate representing such RG Units is presented to the Surviving Company properly endorsed or will accrue accompanied by appropriate unit power and otherwise in proper form for transfer and accompanied by all customary documents reasonably required by the benefit Surviving Company to evidence and effect such transfer and to evidence that any applicable Taxes have been paid or (ii) in the case of holders of shares of non-certificate book-entry RG Units, a properly endorsed and appropriate unit power is presented to the Surviving Company Common Stock on and accompanied by all customary documents reasonably required by the Merger Consideration payable Surviving Company to holders of Company Common Stock pursuant evidence and effect such transfer and to this Article IIevidence that any applicable Taxes have been paid.

Exchange Procedures. As promptly as practicable after (a) At or prior to the Effective Time, and in any event within five (5) Business Days thereafterUnited shall deposit, Parent or shall cause to be deposited, with ▇▇▇▇▇ ▇▇▇▇▇▇ Shareholder Services (in such capacity, the "EXCHANGE AGENT"), for the benefit of the holders of certificates formerly representing shares of ▇▇▇▇▇ Common Stock ("OLD CERTIFICATES"), for exchange in accordance with this Article III, certificates representing the shares of United Common Stock ("NEW CERTIFICATES") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions), being hereinafter referred to as the "EXCHANGE FUND") to be paid pursuant to this Article III in exchange for outstanding shares of ▇▇▇▇▇ Common Stock. (c) Notwithstanding the foregoing, neither the Exchange Agent Agent, if any, nor any party hereto shall be liable to mail to each any former holder of ▇▇▇▇▇ Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (d) No dividends or other distributions with respect to United Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of Company ▇▇▇▇▇ Common Stock whose shares of Company Common Stock were converted in the Merger into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter shares of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, United Common Stock until the holder of such Book-Entry Share or Certificate thereof shall be entitled to receive New Certificates in exchange therefor a check for in accordance with the Merger Consideration that procedures set forth in this Section 3.4, and, following 90 days after the Effective Date, no such shares of ▇▇▇▇▇ Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive pursuant New Certificates in accordance with the procedures set forth in this Section 3.4. After becoming so entitled in accordance with this Section 3.4, the record holder thereof also shall be entitled to the provisions of this Article IIreceive any such dividends or other distributions, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of without any interest thereon, which theretofore had become payable with respect to shares of Company United Common Stock that is not registered in the transfer records of the Company, a check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only holder had the right to receive upon surrender of the Old Certificates. (e) Any portion of the Exchange Fund that remains unclaimed by the stockholders of ▇▇▇▇▇ for six months after the Effective Time shall be paid to United. Any stockholders of ▇▇▇▇▇ who have not theretofore complied with this Article III shall thereafter look only to United for payment of the shares of United Common Stock, cash in lieu of any fractional shares and unpaid dividends and distributions on United Common Stock deliverable in respect of each share of ▇▇▇▇▇ Common Stock such surrender stockholder holds as determined pursuant to the Merger Consideration. No Agreement and this Plan, in each case, without any interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIthereon.

Exchange Procedures. (a) As promptly soon as reasonably practicable after the date hereof (and in any event, at least 20 days prior to the Closing Date), the Company shall mail or cause to be mailed or otherwise delivered to each Company Common Stockholder a Letter of Transmittal, substantially in the form of Exhibit D attached hereto (the “Letter of Transmittal”) which, for the avoidance of doubt, shall include the obligation of each Company Common Stockholder to agree to Section 10.15 of this Agreement, together with notices delivered pursuant to Section 262 and a request to have such Company Common Stockholder deliver an executed Letter of Transmittal and, if applicable, an executed IRS Form W-9 or appropriate IRS Form W-8, as applicable, to the Paying Agent, no less than three Business Days prior to the Closing. Upon the delivery of any duly executed Letter of Transmittal completed in accordance with the instructions thereto, together with any other documentation expressly required by its terms to be provided in connection with such Letter of Transmittal, each Company Common Stockholder shall be entitled to receive, at or after the Effective Time, subject to the terms and conditions hereof, the Per Share Common Stock Merger Consideration in respect of each of its, his or her shares of Company Common Stock (other than Specified Shares) in accordance with Section 3.01(a)(iii), Section 3.02(b) and Section 3.06. The Paying Agent and the Company shall provide the Securityholder Representative and Parent with a copy of each Letter of Transmittal it receives prior to or as of the Effective Time. (b) Computershare shall act, at Parent’s expense, as paying agent (the “Paying Agent”) in effecting the exchanges of Company Common Stock provided for herein pursuant to the Paying Agent Agreement, which will be in a form reasonably acceptable to Parent, the Securityholder Representative and the Paying Agent (the “Paying Agent Agreement”). Following delivery of a duly executed Letter of Transmittal completed in accordance with the instructions thereto and Section 3.02(a) above and an executed IRS Form W-9 or appropriate IRS Form W-8, as applicable: each Company Common Stockholder shall be entitled to receive (and Parent shall direct the Paying Agent to pay), in exchange for each share of Company Common Stock such Company Common Stockholder holds (other than Specified Shares) (A) on the Closing Date or as promptly as practicable thereafter (if such Company Common Stockholder has delivered such Letter of Transmittal at least three Business Days prior to the Closing Date) or, after the Closing, within three Business Days of receipt of such Letter of Transmittal, the Per Share Closing Cash Amount and the Per Share Stock Amount and (B) the Per Share Additional Merger Consideration, if any, at the time of its distribution pursuant to this Agreement. (c) For all purposes of this Section 3.02 and for U.S. federal income tax purposes, and in any event within five (5) Business Days thereafteraccordance with Treasury Regulation Section 1.358-2(a)(2)(ii), Parent shall cause each Company Common Stockholder will be treated as having surrendered, in exchange for the Exchange Agent Aggregate Stockholder Cash Consideration to mail be paid to each holder of record such Company Common Stockholder pursuant to Section 3.01(a)(iii), a number of shares of Company Common Stock whose (which are specifically identified by such stockholder in the Letter of Transmittal to be the shares of Company Common Stock were exchanged for such stockholder’s Aggregate Stockholder Cash Consideration) equal to the product of (i) the total number of shares of Company Common Stock held by such stockholder and converted into the right to receive the Per Share Common Stock Merger Consideration pursuant to Section 2.1(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) this Agreement and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article II, 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 check for the proper amount of cash comprising the Merger Consideration shall be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of any stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IICash Ratio.

Exchange Procedures. As promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent WebMD shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of shares of Company HLTH Common Stock whose shares of Company Common Stock were converted into the right entitled to receive the Merger Consideration pursuant to Section 2.1(a)(i): 3.01: (i) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates evidencing such shares (together with any book entry shares, the “Certificates”) shall pass, only 10 upon proper delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agreeAgent) and (ii) instructions for use in surrendering effecting the surrender of the Certificates pursuant to such letter of transmittal, including instructions for use in effecting surrender of Certificates (or attaching affidavits of loss in lieu thereof) or Booknon-Entry Shares in exchange for cash comprising certificated shares represented by book-entry. In addition, HLTH shall use its best efforts to make the Merger Considerationletter of transmittal available to all Persons who become holders of HLTH Common Stock during the period between such record date and the date of the HLTH Stockholders’ Meeting. Upon surrender to the Exchange Agent of a Book-Entry Share or a Certificate for cancellation to the Exchange Agentcancellation, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and/or and such other documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the Merger Consideration in the form of a certificate representing that number of whole shares of WebMD Common Stock which such holder is entitled has the right to receive pursuant to in respect of the provisions shares of this Article IIHLTH Common Stock formerly represented by such Certificate (after taking into account all shares of HLTH Common Stock then held by such holder), and the Book-Entry Share or Certificate so surrendered shall forthwith be canceledcancelled. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon surrender the Merger Consideration in accordance with the terms of this Agreement with respect to the shares of HLTH Common Stock formerly represented thereby. In the event of a transfer of ownership of shares of Company HLTH Common Stock that is not registered in the transfer or stock records of the CompanyHLTH, a check for the proper amount any cash to be paid upon, or shares of cash comprising the Merger Consideration shall WebMD Common Stock to be issued to a Person other than the Person in whose name upon due surrender of the Certificate so surrendered formerly representing such shares of HLTH Common Stock may be paid or issued, as the case may be, to the transferee if such Certificate is registered, if, upon presentation presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer. In such case, the amount of transfer and to evidence that any applicable stock transfer or other similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of such Taxes, or exemption therefrom, is submitted. Until surrendered as contemplated by this Section 2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be have been paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration payable to holders of Company Common Stock pursuant to this Article IIare not applicable.