Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon Upon surrender to the Exchange Agent of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))for cancellation, together with such a letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto and covering the Company Shares represented by such Certificate, and such other documents as may reasonably be required by pursuant to the Exchange Agentinstructions to the letter of transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor that (i) the number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that Parent ADSs (excluding any fractional interest in Parent ADSs) to which such holder has the right to receive is entitled in respect of such Company Shares pursuant to this Article IISection 2.01(a), and (ii) a check in the amount (after giving effect to any required Tax withholdings) equal to (A) any cash in lieu of any fractional TopCo Common Shares interests in Parent ADSs to which such holder is entitled to receive pursuant to Section 2.02(i2.02(e) and (B) any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment certificates representing, in the aggregate, the proper number of Parent ADSs and a check in the Merger Consideration amount equal to any cash in lieu of any fractional interest in Parent ADSs to which such holder is entitled pursuant to Section 2.02(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) may be made issued to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Shares is registered if such Certificate shall be presented to the Exchange Agent, properly endorsed or and otherwise be in proper form for transfer, accompanied by all documents required to evidence and effect such transfer and the person requesting such payment shall pay by evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIParent ADSs, cash in lieu of any fractional TopCo Common Shares interest in Parent ADSs to which such holder is entitled to receive pursuant to Section 2.02(i2.02(e) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but Time and in any event within three not later than the fifth business days thereafterday following the Effective Time, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for the for, as applicable, cash Merger Consideration, any certificates representing whole Common Units (or appropriate alternative arrangements shall be made by Parent if uncertificated Common Units will be issued), cash in lieu of any fractional shares Common Units pursuant to Section 2.02(i2.1(d) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.3(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Shares for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive in exchange therefor therefor, as applicable, that number of whole TopCo Common Shares, CCRs and/or Units (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 and payment by cash representing the or check of that amount of cash Merger Consideration that to which such holder has the right to receive is entitled pursuant to this Article IISection 2.1, that amount of cash in lieu of any fractional TopCo Common Shares Units which such holder is entitled to receive pursuant to Section 2.02(i2.1(d) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.3(c), and the Certificate Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company If any cash payment is to be made to, or any Common Stock which is not registered in the transfer records of the Company, payment Units constituting any part of the Merger Consideration may is to be made to registered in the name of, a person other than the person in whose name the Certificate so applicable surrendered Share is registered if such Certificate registered, it shall be properly endorsed a condition to the payment or otherwise registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such payment shall or delivery of the Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person other than the registered holder of such Certificate Share or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c2.1(d) or Section 2.02(j2.3(c)) upon such surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.1(d) or Section 2.3(c).

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but Time and in any event within three not later than the fifth business days thereafterday following the Effective Time, TopCo ETP shall cause the Exchange Agent to mail to each holder of record of Company Common Stock Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates certificates or book-entry notations representing Shares (in each case, “Certificates”) in exchange for the for, as applicable, cash Merger Consideration, any certificates representing whole Common Units (or book-entry notations, if uncertificated Common Units will be issued), cash in lieu of any fractional shares Common Units pursuant to Section 2.02(i2.1(d) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.3(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Certificates for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive in exchange therefor therefor, as applicable, that number of whole TopCo Common Shares, CCRs and/or Units (after taking into account all Shares surrendered by such holder) to which such holder is entitled pursuant to Section 2.1 and payment by cash representing the or check of that amount of cash Merger Consideration that to which such holder has the right to receive is entitled pursuant to this Article IISection 2.1, that amount of cash in lieu of any fractional TopCo Common Shares Units which such holder is entitled to receive pursuant to Section 2.02(i2.1(d) and any dividends or other distributions payable pursuant to Section 2.3(c) to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)entitled, and the Certificate Shares represented by the Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company If any cash payment is to be made to, or any Common Stock which is not registered in the transfer records of the Company, payment Units constituting any part of the Merger Consideration may is to be made to registered in the name of, a person other than the person in whose name the Certificate so applicable surrendered Share is registered if such Certificate registered, it shall be properly endorsed a condition to the payment or otherwise registration thereof that the surrendered Certificate be in proper form for transfer and that the person requesting such payment shall or delivery of the Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c2.1(d) or Section 2.02(j2.3(c)) upon such surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.1(d) or Section 2.3(c).

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but Time and in any event within three business days thereafternot later than the fifth Business Day following the Effective Time, TopCo Parent shall cause the Exchange Agent to transmit (or mail in the case of certificated Shares) to each former holder of record of Company Common Stock Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall otherwise be in customary formform and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for the Merger Considerationwhole shares of Parent Common Stock, any cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.02(i3.1(d) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j3.2(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Shares for cancellation and exchange to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Shares shall be entitled to receive in exchange therefor that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock (after taking into account all Shares surrendered by such holder) to which such holder has the right to receive is entitled pursuant to this Article IISection 3.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), cash payment by check in lieu of any fractional TopCo shares of Parent Common Shares Stock which such holder is entitled to receive pursuant to Section 2.02(i3.1(d) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j3.2(c), and the Certificate Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment If any portion of the Merger Consideration may is to be made to registered in the name of a person Person other than the person Person in whose name the Certificate so applicable surrendered Share is registered if such Certificate registered, it shall be properly endorsed or otherwise a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person Person requesting such payment shall delivery of the Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person Person other than the registered holder of such Certificate Share or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b3.2(b), each Certificate Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c3.1(d) or Section 2.02(j3.2(c)) upon such surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 3.1(d) or Section 3.2(c).

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that the amount of cash, if any, and the number of whole TopCo shares of Parent Common SharesStock, CCRs and/or cash representing if any, which the Merger Consideration that aggregate number of shares of Company Common Stock previously represented by such holder has Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that into which the shares of Company Common Stock theretofore represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive Certificate have been converted pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.01(c). No interest shall be paid or will accrue on any consideration cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

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

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but Time (and in any event within three business days five (5) Business Days thereafter), TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Certificates (other than Excluded Shares or any holder of a Certificate who properly made and did not revoke a Mixed Election, a Cash Election or a Stock (iElection pursuant to Section 4.3) a letter of transmittal (which shall specify in customary form advising such holder of the effectiveness of the Merger and the conversion of its Shares into the right to receive the Merger Consideration, and specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to (or affidavits of loss in lieu of the Exchange Agent and which shall otherwise be Certificates as provided in customary formSection 4.2(g)) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash (or affidavits of loss in lieu of fractional shares the Certificates as provided in Section 4.2(g)). Each holder of a Certificate who properly made and did not revoke a Mixed Election, a Cash Election or a Stock Election pursuant to Section 2.02(i) and 4.3 shall be entitled to receive in exchange therefor the Mixed Election Consideration, the Cash Election Consideration or the Stock Election Consideration, as applicable, for each Share formerly represented by such Certificate, any dividends or other distributions payable pursuant to Section 2.02(c4.2(c) or and cash in lieu of any fractional shares of Series C Common Stock payable pursuant to Section 2.02(j4.2(e), and the Certificate so surrendered shall forthwith be cancelled. Each holder of record of Company Common Stock shalla Certificate representing Non-Electing Shares, upon the surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h4.2(g)), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by ) to the Exchange AgentAgent in accordance with the terms of such transmittal materials, shall be entitled to receive in exchange therefor that number of whole TopCo Common Sharesthe Mixed Election Consideration for each Non-Electing Share formerly represented by such Certificate, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c4.2(c) or Section 2.02(jand cash in lieu of fractional shares of Series C Common Stock payable pursuant to 4.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment the proper number of shares of Series C Common Stock in uncertificated form, together with a check for any cash to be paid upon due surrender of the Merger Consideration Certificate and any other dividends or distributions in respect thereof, may be made issued and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. If any shares (or evidence of shares in book-entry form) of Series C Common Stock are to be issued to a person name other than the person that in whose name which the Certificate so surrendered in exchange therefor is registered if such Certificate registered, it shall be properly endorsed or otherwise be in proper form for transfer and a condition of such exchange that the person Person requesting such payment exchange shall pay any fiduciary or surety bonds or any stock transfer or other similar Taxes required by reason of the payment issuance of the Merger Consideration to shares (or evidence of shares in book-entry form) of Series C Common Stock in a person name other than that of the registered holder of such the Certificate surrendered, or shall establish to the reasonable satisfaction of TopCo Parent or the Exchange Agent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by For the purposes of this Section 2.02(bAgreement, the term “Person” shall mean any individual, corporation (including not-for-profit), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Sharesgeneral or limited partnership, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIlimited liability company, cash in lieu joint venture, estate, trust, association, organization, Governmental Entity or other entity of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends kind or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IInature.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions acceptable to H▇▇▇▇▇) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the same number of Class A Merger Consideration, Shares and any cash payable in lieu of fractional shares pursuant to Section 2.02(i6.2(i) and any dividends or other distributions payable to be paid or issued pursuant to the last sentence of Section 2.02(c) or Section 2.02(j6.2(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate to the Exchange Agent with a duly executed copy of such letter of transmittal and compliance with all such instructions, the holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor that (A) one or more certificates representing the number of whole TopCo Class A Merger Shares equal to one-fourth of the number of shares of Stratex Common SharesStock represented by such Certificate (rounded down to the next full number of such shares), CCRs and/or (B) a check in the amount (after giving effect to any required tax withholdings as provided in Section 6.2(g)) of any cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash payable in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares pursuant to Section 2.02(i6.2(i) plus any cash dividends and any dividends or other distributions such holder is entitled to receive upon such surrender pursuant to Section 2.02(c6.2(c), and (C) any non-cash dividends or Section 2.02(j)distributions such holder is entitled to receive upon such surrender, and the Certificate so surrendered shall forthwith be canceledcancelled. In No interest will be paid or accrued on any amount payable upon due surrender of the event Certificates. If the issuance of a transfer of ownership of Company Common Stock which certificate representing Class A Merger Shares or any dividends or distributions is not registered in the transfer records of the Company, payment of the Merger Consideration may to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent to such payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) the person Person requesting such payment shall pay any fiduciary or surety bonds or any have established to the satisfaction of the Surviving Corporation that all transfer or and other similar Taxes required by reason of the payment of the Merger Consideration and any dividends or distributions to a person Person other than the registered holder of such the surrendered Certificate or establish to the reasonable satisfaction of TopCo that such Tax has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall required to be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIpaid.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo the Purchaser shall cause instruct the Exchange Agent to mail to each holder of record of Company Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as the Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by the Purchaser, together with such letter of transmittal, duly properly completed and validly duly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor (x) a check representing (I) cash in lieu of any fractional shares of Purchaser Common Stock to which such holder is entitled pursuant to Section 2.2(d) and (II) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and (y) a certificate representing that number of whole TopCo shares of Purchaser Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to this Article II, cash in lieu respect of any fractional TopCo Common each Share formerly represented by such Certificate (after taking into account all Shares then held by such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(jholder), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event No interest will be paid or accrued on any cash in lieu of a transfer fractional shares or on any unpaid dividends and distributions payable to holders of ownership of Company Common Stock which is not registered in the transfer records of the Company, Certificates. If payment of the Merger Consideration may is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) the person Person requesting such payment shall pay any fiduciary or surety bonds or have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of TopCo the Surviving Corporation that such Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to as contemplated by this Article IISection 2.2, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No without interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIthereon.

Exchange Procedures. As promptly as practicable (and no later than the fifth Business Day) after the Teton Merger Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Paying Agent to mail (i) to each holder of record of one or more Certificates whose shares of Company Common Stock were converted into the right to receive the Merger Consideration payable pursuant to Section 3.1(a)(iii), (iA) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall otherwise be in customary formform and contain customary provisions) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu Consideration and (ii) to each holder of fractional record of Book-Entry Shares whose shares pursuant of Company Common Stock were converted into the right to Section 2.02(i) and any dividends or other distributions receive the Merger Consideration payable pursuant to Section 2.02(c) or Section 2.02(j3.1(a)(iii), instructions for use in effecting the surrender of such Book-Entry Shares in exchange for the Merger Consideration. Each holder of record of Company Common Stock shallone or more Certificates, upon surrender to the Exchange Paying Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Certificates, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by Parent or the Exchange Paying Agent, and each holder of record of Book-Entry Shares, upon surrender to the Paying Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request), shall be entitled to receive in exchange therefor that number the amount of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j3.1(a)(iii), and the Certificate Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer or stock records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of TopCo Parent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b3.2(c), each Certificate or Book-Entry Share shall be deemed at any time after the Teton Merger Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)Consideration. No interest shall be paid or will shall accrue on any consideration payable payment to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article IIIII.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for shares of Parent Common Stock or Parent Series A Preferred Stock, as the Merger Considerationcase may be, any (plus cash in lieu of fractional shares pursuant to Section 2.02(i) and shares, if any, of Parent Common Stock and, any dividends or other distributions payable pursuant to Section 2.02(c) on either Parent Common Stock or Section 2.02(jParent Series A Preferred Stock, as provided below). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by the Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of Parent Common SharesStock or Parent Series A Preferred Stock, CCRs and/or cash representing as the Merger Consideration that case may be, which such holder has the right to receive pursuant to the provisions of this Article II, II plus cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares pursuant to Section 2.02(i2.2(e) and any dividends or other distributions such holder is entitled to receive then payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c), and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the Company, payment shares of Parent Common Stock or Parent Series A Preferred Stock, as the Merger Consideration case may be, pursuant to Section 2.1(c) and (d) plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be made issued or paid to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the person requesting such payment shall pay by evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number shares of whole TopCo Parent Common SharesStock or Parent Series A Preferred Stock, CCRs and/or cash representing as the Merger Consideration that such holder has the right to receive case may be, pursuant to this Article II, Section 2.1(c) and (d) plus cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares pursuant to Section 2.02(i2.2(e) and any dividends or other distributions such holder is entitled to receive then payable pursuant to Section 2.02(c2.2(c) or as contemplated by this Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II2.2.

Exchange Procedures. As promptly as practicable (but no later than five Business Days) after the Effective Time, but in any event within three business days thereafter, TopCo Parent and the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Company Common Stock Certificates and to each holder of record of Book-Entry Shares, in each case whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.2(a), (i) a letter of transmittal (transmittal, which shall be in reasonable and 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 (or effective affidavits in lieu thereof in accordance with Section 3.3(f)) and which shall otherwise be in customary form) such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions Consideration payable pursuant to Section 2.02(c) or Section 2.02(j)with respect thereto. Each holder of record of Company Common Stock shall, upon Upon surrender to the Exchange Paying Agent of such a Certificate for cancellation (or affidavit of loss effective affidavits in lieu thereof as provided in accordance with Section 2.02(h3.3(f)), together with such a duly completed and validly executed letter of transmittal, duly completed and validly executed, and or receipt of an “agent’s message” by the Paying Agent (or such other documents evidence, if any, of transfer as the Paying Agent may reasonably be required by request) in the Exchange Agentcase of Book-Entry Shares, be entitled to the holder of such Certificate or Book-Entry Shares shall receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that which the shares of Company Common Stock theretofore represented by such Certificate or book-entries entitle such holder has the right to receive pursuant to the provisions of this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), 3 and the Certificate or Book-Entry Shares so surrendered shall forthwith then be canceledcancelled. No interest shall be paid or shall accrue on any Merger Consideration payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article 3. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate or Book-Entry Shares so surrendered is are registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and the person Person requesting such payment issuance shall pay any fiduciary or surety bonds or any stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or Book-Entry Shares or establish to the reasonable satisfaction of TopCo Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of Parent Common SharesStock, CCRs and/or and cash representing the Merger Consideration that and dividends or other distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes (as defined in Section 10.03) required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number shares of whole TopCo Parent Common SharesStock and cash and dividends or other distributions, CCRs and/or cash representing if any, which the Merger Consideration that such holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall will be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II. Parent shall pay the charges and expenses of the Exchange Agent in connection with the exchange of Certificates for certificates representing shares of Parent Common Stock and cash and dividends or other distributions.

Exchange Procedures. As promptly The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Certificates that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c) (Conversion of Company Common Stock), (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by the Company, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing (x) the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i2.01(c) (Conversion of Company Common Stock) and (y) any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.02(i), if applicable, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made and shares may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Surviving Corporation that such Tax has been paid or is not applicable. Until Subject to the last sentence of Section 2.02(c) (No Further Ownership Rights in Company Common Stock), until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing (x) the Merger Consideration that into which the shares of Company Common Stock theretofore represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive Certificate have been converted pursuant to Section 2.02(i2.01(c) (Conversion of Company Common Stock) and (y) any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.02(i), if applicable. No interest shall be paid or will accrue on any consideration cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective TimeTime of the Merger, but and to the extent not previously distributed in any event within three business days thereafterconnection with the Distribution, TopCo ITC shall cause the Exchange Agent to mail to each any holder of record of Company outstanding TransCo Common Stock Units whose TransCo Common Units were converted into the right to receive a portion of the Merger Consideration pursuant to Section 1.09(a); (ia) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (iib) instructions for use in effecting the surrender exchange of the Certificates in exchange any TransCo Common Units for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender Upon delivery to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such the letter of transmittal, duly completed and validly executed, executed and such other documents as may reasonably be required by the Exchange Agent, the holder of such TransCo Common Units shall be entitled to receive in exchange therefor that number of whole TopCo shares of ITC Common Shares, CCRs and/or cash representing the Merger Consideration Stock (after taking into account all TransCo Common Units exchanged by such holder) that such holder has the right to receive pursuant to the provisions of this Article III, payment by cash or check in lieu of any fractional TopCo shares of ITC Common Shares Stock which such holder is entitled to receive pursuant to Section 2.02(i) 1.13 and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled1.14. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment If any portion of the Merger Consideration may is to be made to registered in the name of a person Person other than the person Person in whose name the Certificate so surrendered applicable TransCo Common Units is registered if such Certificate registered, it shall be properly endorsed or otherwise a condition to the registration thereof that the applicable TransCo Common Units to be exchanged be in proper form for transfer and that the person requesting such payment shall delivery of the applicable portion of the Merger Consideration pay any fiduciary or surety bonds or any and all transfer or and other similar Taxes required by reason to be paid as a result of such registration in the payment name of the Merger Consideration to a person Person other than the registered holder of such Certificate TransCo Common Units or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has Taxes have been paid or is are not applicablepayable. Until surrendered exchanged as contemplated by this Section 2.02(b)1.11, each Certificate any TransCo Common Units shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number exchange the applicable portion of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right as contemplated by this Section 1.11 and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)1.13. No interest shall be paid or will accrue on the Merger Consideration or any consideration cash payable to holders upon exchange of Certificates pursuant to the provisions of this Article IIany TransCo Common Units.

Exchange Procedures. As promptly soon as reasonably practicable and in any event within ten (10) business days after the Effective Time, but in any event within three business days thereafter, TopCo the Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall (A) include a form of election by which each such holder may elect to receive the merger consideration to which such holder is entitled in the form of Parent ADSs or Parent Ordinary Shares in registered form and (B) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any Parent ADRs (plus cash in lieu of fractional shares pursuant to Section 2.02(i) shares, if any, of Parent ADSs and any dividends or other distributions payable pursuant to Section 2.02(cas provided below) or Section 2.02(j)certificates representing Parent Ordinary Shares. Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by the Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Parent ADR representing that number of whole TopCo Common Shares, CCRs and/or cash Parent ADSs or a certificate representing the Merger Consideration that number of Parent Ordinary Shares which such holder has the right to receive pursuant to the provisions of this Article II, II plus cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares pursuant to Section 2.02(i2.2(e) and any dividends or other distributions such holder is entitled to receive then payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c), and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment a Parent ADR representing the proper number of Parent ADSs or a certificate representing the Merger Consideration proper number of Parent Ordinary Shares issuable in exchange therefor pursuant to this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be made issued or paid to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the person requesting such payment shall pay by evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash the Parent ADR representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, Parent ADSs or certificates representing Parent Ordinary Shares plus cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares pursuant to Section 2.02(i2.2(e) and any dividends or other distributions such holder is entitled to receive then payable pursuant to Section 2.02(c2.2(c) or as contemplated by this Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II2.2.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall otherwise be in customary form) such form and have such other provisions as MCI WorldCom may reasonably specify and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate, if it is a Certificate for Sprint Capital Stock shall be entitled to receive in exchange therefor that (A) one or more shares of applicable MCI WorldCom Capital Stock representing, in the aggregate, the whole number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration shares that such holder has the right to receive pursuant to Section 1.8, and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, II including cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares of applicable MCI WorldCom Capital Stock pursuant to Section 2.02(i) 2.5 and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.3, and in each case the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Sprint Capital Stock which is not registered in the transfer records of Sprint, one or more shares of applicable MCI WorldCom Capital Stock evidencing, in the Companyaggregate, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing shares of applicable MCI WorldCom Capital Stock and a check in the Merger Consideration that such holder has the right to receive pursuant to this Article II, proper amount of cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares of applicable MCI WorldCom Capital Stock pursuant to Section 2.02(i) 2.5 and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall 2.3, may be paid or will accrue on any consideration payable issued with respect to holders such Sprint Capital Stock to such a transferee if the Certificate representing such shares of Certificates pursuant Sprint Capital Stock is presented to the provisions of this Article IIExchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of a certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall otherwise be in customary formsuch form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Paying Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number the amount of whole TopCo cash into which the shares of Company Common Shares, CCRs and/or cash representing the Merger Consideration that Stock theretofore represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive Certificate shall have been converted pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number the amount of whole TopCo cash, without interest, into which the shares of Company Common Shares, CCRs and/or cash representing the Merger Consideration that Stock theretofore represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive Certificate have been converted pursuant to Section 2.02(i) and 2.01. If any dividends holder of shares of Company Common Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or other distributions destroyed, such holder is entitled may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to receive pursuant to Section 2.02(c) or Section 2.02(j)the Surviving Corporation. No interest shall be paid or will accrue on the cash payable upon surrender of any consideration payable to holders of Certificates pursuant to the provisions of this Article IICertificate.

Exchange Procedures. (i) As promptly as practicable after the Effective Time, Time (but in any no event within three business days thereafterlater than five (5) Business Days following the Effective Time), TopCo shall cause the Exchange Agent to shall mail to each holder of record of a Certificate representing shares of Company Common Stock Stock, whose shares were converted pursuant to Section 2.1(c) into the right to receive the Per Share Merger Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Agent and which shall otherwise be in customary form) such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Per Share Merger ConsiderationConsideration plus, if applicable, any cash Additional Per Share Merger Consideration payable in lieu accordance with Section 2.6. Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed executed and validly executedproperly completed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Per Share Merger Consideration that (plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6) for each share of Company Common Stock formerly represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration as contemplated by this Section 2.2 plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6 and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation. 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, the issuance of Parent ADSs or book-entries permitting the proper number of whole TopCo Common SharesParent ADSs, CCRs and/or together with a check for any cash to be paid upon due surrender of the Certificate, shall be made to such transferee (after giving effect to any required Tax withholdings as provided in Section 2.5) if the Certificate formerly representing such shares is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any and all transfer and other Taxes required by reason of the issuance to such transferee have been paid or are not applicable. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Per Share Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to this Section 2.02(i) 2 plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Per Share Merger Consideration plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6 shall upon receipt by the Exchange Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request), be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration plus, if applicable, any dividends or other distributions Additional Per Share Merger Consideration payable in accordance with Section 2.6, in each case, in respect of each such share of Company Common Stock, and the Book-Entry Shares of such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall forthwith be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIcancelled.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formform and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.02(e). Each holder of record of Company Common Stock a Certificate shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor (x) uncertificated shares of Parent Common Stock registered on the stock transfer books of Parent in the name of such holder (the “Registered Parent Shares”) or, at the election of such holder, certificates, in each case representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, cash in lieu II after taking into account all the shares of any fractional TopCo Company Common Shares Stock then held by such holder is entitled to receive pursuant to Section 2.02(iunder all such Certificates so surrendered and (y) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment the proper amount of cash, if any, and Registered Parent Shares or certificates representing the Merger Consideration proper number of shares of Parent Common Stock, as the case may be, may be made paid and issued to a person other than the person in whose name the Certificate so surrendered is registered if if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of any cash and the Merger Consideration issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to in accordance with this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) II and any dividends or other distributions to which the holder of such holder Certificate is entitled to receive pursuant to Section 2.02(c) or and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(j2.02(e). No interest shall will be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly (a) MMAX shall authorize its transfer agent, or other party as practicable agreed to by the Parties, to act as exchange agent hereunder (the "Exchange Agent") for the purposes of exchanging certificates representing HP Units for Conversion Shares. (b) Promptly after the Effective TimeDate, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent shall mail or cause to mail be mailed to each record holder of record HP Units, as of Company Common Stock (i) the Effective Date, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in certificates representing said HP Units (the "Certificates") for exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(itherefor. (c) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon Upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))a Certificate, together with such letter of transmittal, transmittal duly completed and validly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that MMAX Conversion Shares which such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares under Section 2.04 and such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may If any such shares are to be made issued to a person other than the person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition of exchange that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment exchange shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration exchange to a person other than the registered holder of the Certificate surrendered or such Certificate or person shall establish to the reasonable satisfaction of TopCo the Surviving Corporation that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after . (d) Any portion of the Effective Time Conversion Shares made available to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive Exchange Agent pursuant to this Article IISection 2.06 that remains unclaimed by the holders of HP Units 12 months after the date on which Certificates representing such HP Units were deposited with the Exchange Agent shall be returned to MMAX, upon demand, and any such holder who has not exchanged his, her or its HP Units in accordance with this Section 2.06 prior to that time shall thereafter look only to MMAX for his, her or its claim for MMAX Common Stock, any cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) shares and any certain dividends or other distributions such distributions. Neither MMAX nor HP shall be liable to any holder is entitled of HP Units with respect to receive any Conversion Shares delivered to a public official pursuant to Section 2.02(cany applicable abandoned property, escheat or similar law. (e) If any Certificate representing HP Units shall have been lost, stolen or Section 2.02(j). No interest 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 MMAX, the posting by such person of a bond in such reasonable amount as MMAX may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent shall be paid issue in exchange for such lost, stolen or will accrue on any destroyed Certificate the consideration payable to holders of Certificates pursuant under Section 2.04 taking account for any stock dividend, stock split or other such action relating to the provisions of this Article IIConversion Shares.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three no later than five business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company Common Stock a Certificate whose shares were converted into the Merger Consideration, pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in such form and have such other customary formprovisions as Discount and Hi/Lo may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Discount Certificate representing that number of whole TopCo shares of Discount Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to share in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Hi/Lo Common Stock which is not registered in the transfer records of Hi/Lo, a Discount Certificate representing the Company, payment proper number of the Merger Consideration shares of Discount Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes nonincome taxes required by reason of the payment issuance of the Merger Consideration shares of Discount Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Discount that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that Discount Certificates representing the number of whole TopCo shares of Discount Common SharesStock into which the shares of Hi/Lo Common Stock formerly represented by such Certificate have been converted, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to share in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(e). No interest shall will be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that Parent ADSs which such holder has the right to receive pursuant to the provisions of this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or and any cash in lieu of fractional Parent ADSs to which such holder is entitled pursuant to Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, payment the proper amount of the Merger Consideration cash, if any, may be made paid and the proper number of Parent ADSs may be issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment and issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of any cash and the Merger Consideration issuance of Parent ADSs to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIConsideration, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions to which the holder of such holder Certificate is entitled to receive pursuant to Section 2.02(c) or and any cash in lieu of fractional Parent ADSs to which such holder is entitled pursuant to Section 2.02(j2.02(e). No interest shall be paid or will shall accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable after HLTH shall prepare and mail along with the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail Joint Proxy Statement/Prospectus to each holder of record of Company HLTH Common Stock as of the record date for the HLTH Stockholders’ Meeting: (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such shares (together with any book-entry shares, the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to such letter of transmittal, including instructions for use in exchange for the Merger Consideration, any cash effecting surrender of Certificates (or attaching affidavits of loss in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(cthereof) or Section 2.02(j)non-certificated shares represented by book-entry. Each holder In addition, HLTH shall use its best efforts to make the letter of record transmittal available to all Persons who become holders of Company HLTH Common Stock shall, upon during the period between such record date and the date of the HLTH Stockholders’ Meeting. Upon surrender to the Exchange Agent of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))for cancellation, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions, the Exchange Agent, holder of such Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that in the form of (i) a check in the amount equal to the cash, if any, which such holder has the right to receive pursuant to the provisions of this Article II, III (including any cash in lieu of any fractional TopCo shares of WebMD Class A Common Shares Stock), (ii) a certificate representing that number of whole shares of WebMD Class A Common Stock which such holder is entitled has the right to receive in respect of the shares of HLTH Common Stock formerly represented by such Certificate (after taking into account all shares of HLTH Common Stock then held by such holder) and (iii) Merger Notes, if any, which such holder has the right to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)3.02, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.02(b)3.03, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing 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 HLTH Common Stock that is not registered in the transfer or stock records of HLTH, any cash to be paid upon, or shares of WebMD Class A Common Stock or Merger Notes to be issued upon, due surrender of the Certificate formerly representing such holder has the right to receive pursuant to this Article II, cash in lieu shares of any fractional TopCo HLTH Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall Stock may be paid or will accrue on any consideration payable to holders of Certificates pursuant issued, as the case may be, to the provisions of this Article IItransferee if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or similar Taxes have been paid or are not applicable.

Exchange Procedures. (i) As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Entity shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of Company Common Stock a Certificate or Book-Entry Share (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 or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or transfer of any Book-Entry Shares to the Exchange Agent and which shall otherwise be in customary form) Agent, and (iiB) instructions for use in effecting the surrender of the Certificates or the transfer of Book-Entry Shares in exchange for the Merger Consideration, any cash in lieu Consideration into which the number of fractional shares of Company Common Stock previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement and the Merger, together with any amounts payable in respect of the Fractional Share Consideration in accordance with Section 2.02(i) 3.6 and any dividends or other distributions payable pursuant to on Parent Common Shares in accordance with Section 2.02(c3.2(e). (ii) or Section 2.02(j). Each holder Upon (A) surrender of record of Company Common Stock shall, upon surrender to the Exchange Agent of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))thereof) or transfer of any Book-Entry Share 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, 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 required by the Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article 3 plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.6 and any amounts that such holder has the right to receive in respect of dividends or other distributions on Parent Common Shares in accordance with Section 3.2(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 3.2, each Certificate and Book-Entry Share shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article II, cash in lieu 3. 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 fractional TopCo Common Shares distributions to which such holder is entitled to receive pursuant to Section 2.02(i3.2(e). (iii) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, it shall be a condition of payment of that any Certificate or Book-Entry Share surrendered or transferred in accordance with the Merger Consideration may be made to a person other than the person procedures set forth in whose name the Certificate so surrendered is registered if such Certificate this Section 3.2 shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and that the person Person requesting such payment shall pay have paid any fiduciary or surety bonds or any transfer or Transfer Taxes and other similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered, or establish Book-Entry Share transferred, or shall have established to the reasonable satisfaction of TopCo Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formform and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates representing the Stock Consideration portion of the Merger Consideration and cash representing the Cash Consideration portion of the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable to which holders of Certificates are entitled pursuant to Section 2.02(c) or and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(j2.02(e). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration Stock that such holder has the right to receive pursuant to the provisions of this Article II, II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered and (B) a check for the cash in lieu of any fractional TopCo Common Shares that such holder is entitled to receive pursuant to Section 2.02(i) and the provisions of this Article II, including for the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment (w) a certificate representing the proper number of shares of Parent Common Stock, (x) a check for the Cash Consideration portion of the Merger Consideration Consideration, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that Consideration, any dividends or other distributions to which the holder of such holder has the right to receive Certificate is entitled pursuant to this Article II, Section 2.02(c) and cash in lieu of any fractional TopCo share of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall will be paid or will accrue on the Merger Consideration or on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.02(c) or (e).

Exchange Procedures. As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formform and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for certificates (or evidence of shares in book-entry form) representing the Stock Consideration portion of the Merger Consideration and cash representing the Cash Consideration portion of the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable to which holders of Certificates are entitled pursuant to Section 2.02(c) or and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(j2.02(e). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate (or evidence of shares in book-entry form) representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration Stock that such holder has the right to receive pursuant to the provisions of this Article II, II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered and (B) a check for the cash in lieu of any fractional TopCo Common Shares that such holder is entitled to receive pursuant to Section 2.02(i) and the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered, including for the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith then be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment (w) a certificate (or evidence of shares in book-entry form) representing the proper number of shares of Parent Common Stock, (x) a check for the Cash Consideration portion of the Merger Consideration Consideration, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that Consideration, any dividends or other distributions to which the holder of such holder has the right to receive Certificate is entitled pursuant to this Article II, Section 2.02(c) and cash in lieu of any fractional TopCo share of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall will be paid or will accrue on the Merger Consideration or on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.02(c) or (e).

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Excel Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Lucent and Excel may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to the holder of such Certificate shall receive in exchange therefor a certificate representing that number of whole TopCo shares of Lucent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of Lucent Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Excel Common Stock which is not registered in the transfer records of Excel, a certificate representing the Company, payment proper number of the Merger Consideration shares of Lucent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Lucent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Lucent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, and any cash in lieu of any fractional TopCo shares of Lucent Common Shares Stock to be issued or paid in consideration therefor upon surrender of such holder is entitled to receive pursuant to certificate in accordance with this Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.02. No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but Time and in any event within three not later than the fifth business days thereafterday following the Effective Time, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company Partnership Common Stock Units, which at the Effective Time were converted into the right to receive the LP Merger Consideration pursuant to Section 2.1(a)(i), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper surrender of the Certificates (including by delivery of the Certificates Partnership Common Units, book-entry notation, or affidavits of loss in lieu of delivery thereof as provided in Section 2.2(f)), to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates certificates or book-entry notations representing Partnership Common Units (in each case, “Certificates”) in exchange for for, the LP Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) Consideration and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Certificates for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Partnership Common Units shall be entitled to receive in exchange therefor (subject to withholding tax as specified in Section 2.3), as applicable, that number of whole TopCo Parent Common Shares, CCRs and/or Units (after taking into account all Partnership Common Units surrendered by such holder) to which such holder is entitled pursuant to Section 2.1(a)(i) and a check in an amount equal to the aggregate amount of cash representing the Merger Consideration that such holder has the a right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares Section 2.2(c) to which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)entitled, and the Certificate Partnership Common Units represented by the Certificates so surrendered shall forthwith be canceledcancelled. In If any cash payment is to be made to, or any Parent Common Units constituting any part of the event of a transfer of ownership of Company Common Stock which LP Merger Consideration is not to be registered in the transfer records of the Companyname of, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so applicable surrendered Partnership Common Unit is registered if such Certificate registered, it shall be properly endorsed a condition to the payment or otherwise registration thereof that the surrendered Certificate be in proper form for transfer and that the person requesting such payment shall or delivery of the LP Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the LP Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i2.2(c)) and any dividends or other distributions upon such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2(c).

Exchange Procedures. As promptly as practicable (i) Within five business days after the Effective Time, but in any event within three business days thereafter, TopCo Peoples shall cause instruct the Exchange Agent to mail to each holder of record of Company an outstanding certificate or certificates which, as of the Effective Time, represented NB&T Financial Common Stock Shares (other than Treasury Shares and Dissenting Shares) (“Old Certificates”) or uncertificated shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the shares of Old Certificates shall pass, only upon proper delivery of the Certificates Old Certificates, if applicable, or upon delivery of the letter of transmittal in the case of uncertificated shares, to the Exchange Agent Agent, and which shall otherwise be in customary form) form as directed by Peoples and reasonably acceptable to NB&T Financial, and (ii) instructions for use in effecting the surrender of the Certificates Old Certificates, if applicable, or the letter of transmittal in exchange for the Merger Consideration. Upon the proper surrender of the Old Certificates, any cash in lieu if applicable, and a properly completed and duly executed letter of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender transmittal to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly completed and validly executedAgent, and such other documents as may reasonably be required by Peoples or the Exchange Agent, the holders of such Old Certificates or uncertificated shares shall be entitled to receive in exchange therefor that the number of whole TopCo shares of Peoples Common Shares, CCRs and/or cash representing the Merger Consideration Shares that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i3.01(a)(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered check in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish amount equal to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, Section 3.01(a)(ii) (including any cash in lieu of any fractional TopCo Common Shares shares, if any, that such holder is entitled has the right to receive pursuant to Section 2.02(i) Sections 3.01 and 3.03, and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j3.02). No interest Old Certificates so surrendered shall forthwith be canceled. Within ten days following receipt of the properly completed letter of transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Peoples Common Shares and cash as provided herein. If there is a transfer of ownership of any shares of NB&T Financial Common Shares not registered in the transfer records of NB&T Financial, the Merger Consideration shall be paid issued to the transferee thereof if the Old Certificates representing such NB&T Financial Common Shares are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of Peoples and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (ii) No dividends or will accrue on any consideration payable other distributions declared or made after the Effective Time with respect to holders of Certificates Peoples Common Shares issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of Peoples Common Shares hereunder until such Person surrenders his, her or its Old Certificates, if applicable, and the provisions letter of transmittal in accordance with this Article IISection 3.03. Upon the surrender of such Person’s Old Certificates, if applicable, and the letter of transmittal, such Person shall be 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 Peoples Common Shares represented by such Person’s Old Certificates or uncertificated shares.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but Time (and in any event within three business days thereafter(3) Business Days thereof), TopCo the Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock Shares (other than holders of Excluded Shares) (i) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent and which shall otherwise Agent, such letter of transmittal to be in customary form) such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h4.2(g)), together ) to the Exchange Agent in accordance with the terms of such letter of transmittal, duly completed and validly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing Stock (rounded down to the Merger Consideration that nearest whole share) which such holder has the right to receive pursuant to the provisions of this Article IIIV (after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered), cash in lieu of any fractional TopCo shares of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i) 4.2(e), and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c4.2(c). No interest will be paid or will accrue on any cash payable pursuant to Section 4.2(c) or Section 2.02(j4.2(e), and the Certificate so surrendered . The Exchange Agent shall forthwith be canceledcancel the Certificates so surrendered. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock and a check for any factional shares to be exchanged upon due surrender of the Merger Consideration Certificate may be made issued to a person other than the person in whose name such transferee if the Certificate so surrendered formerly representing such Shares is registered if presented to the Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but and in any no event within three business days later than two (2) Business Days thereafter, TopCo 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 Company Common Stock (i) a Certificate whose shares of Common Stock were converted into the right to receive the consideration payable pursuant to Section ‎3.1(b) (A) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall otherwise be in customary formform and contain customary provisions) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu Consideration and (ii) Book-Entry Shares whose shares of fractional shares pursuant Common Stock were converted into the right to Section 2.02(i) and any dividends or other distributions receive the consideration payable pursuant to Section 2.02(c‎3.1(b) or Section 2.02(j)instructions for use in effecting the surrender of such Book-Entry Shares in exchange for the Merger Consideration. Each holder of record of Company Common Stock shallone or more Certificates, upon surrender to the Exchange Paying Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Certificates, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by Parent or the Exchange Paying Agent, and each holder of record of Book-Entry Shares, upon surrender to the Paying Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request), shall be entitled to receive in exchange therefor that number the amount of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j‎3.1(b), and the Certificate Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of TopCo Parent and the Paying Agent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b‎3.3(b), each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has Consideration, subject to the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) terms and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)conditions set forth herein. No interest shall be paid or will accrue on any consideration payable payment to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II‎Article III.

Exchange Procedures. (a) As promptly soon as practicable after the Effective Timeexecution hereof, but in any event within three business days thereafter, TopCo LTH shall cause the Exchange Agent provide to mail to each holder of record of Company Common Stock (i) Acquiree a letter of transmittal (which shall specify that delivery shall be effected, and risk Exchange Agreement in appropriate and customary form with such provisions as the board of loss and title to the Certificates shall pass, only upon proper delivery directors of the Certificates to LTH after the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the may reasonably specify. Upon surrender of the Certificates in exchange a Certificate or Note for the Merger Consideration, any cash in lieu of fractional shares pursuant cancellation to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))LTH, together with such letter of transmittal, duly completed and validly properly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate or Note shall be entitled to receive in exchange therefor that therefore a certificate representing an equal number of whole TopCo shares of LTH Common Shares, CCRs and/or cash representing Stock as represented Acquirer's shares represented by the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)certificate, and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)1.04, each Certificate shall be deemed shall, at any time and after the Effective Time Time, be deemed to represent only the right to receive receive, upon surrender of such surrender that number of whole TopCo Certificate, LTH Common Sharesshares as contemplated by this Section 1.04, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and together with any dividends or and other distributions such holder is entitled to receive pursuant to payable as provided in Section 2.02(c) or Section 2.02(j)1.05 hereof, and the holders thereof shall have no rights whatsoever as stockholders of LTH. No interest Shares of LTH Common issued in the Exchange shall be paid or will accrue on any consideration payable issued, and be deemed to holders be outstanding, as of Certificates the Effective Time. LTH shall cause all such shares of LTH Common issued pursuant to the provisions Exchange to be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (b) If any certificate representing shares of this Article IILTH Common is to be issued in a name other than that in which the Certificate surrendered in exchange therefore is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and that the person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of certificates for such shares of LTH Common in a name other than that of the registered holder of the Certificate so surrendered.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of MCI Common Stock (and the associated Rights) (the "Certificates") that were converted into the right to receive BT ADSs pursuant to Section 1.8(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall otherwise be in customary formsuch form and have such other provisions as BT may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu BT ADRs. Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that (A) one or more BT ADRs representing, in the aggregate, the whole number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration BT ADSs that such holder has the right to receive pursuant to the provisions of Article I (after taking into account all shares of MCI Common Stock then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of Article I and this Article II, including cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive BT ADSs pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.5, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company MCI Common Stock which that is not registered in the transfer records of MCI, one or more BT ADRs evidencing, in the Companyaggregate, payment the proper number of the Merger Consideration BT ADSs may be made issued, a check in the proper amount of cash may be paid pursuant to Section 1.8 and cash in lieu of any fractional BT ADSs and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3 may be paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate representing such Certificate shall be properly endorsed or otherwise be in proper form for MCI Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the person requesting such payment shall pay evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)Article II, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that with respect to the shares of MCI Common Stock formerly represented thereby to which such holder has the right to receive is entitled pursuant to this Article IISection 1.8(b), cash in lieu of any fractional TopCo Common Shares BT ADSs to which such holder is entitled to receive pursuant to Section 2.02(i) 2.5 and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.3. No interest shall will be paid or will accrue on any consideration cash payable to holders in lieu of Certificates any fractional BT ADSs payable pursuant to the provisions of this Article IISection 2.5 or any dividends or other distributions payable pursuant to Section 2.3.

Exchange Procedures. As promptly as practicable after Within two (2) Business Days following the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record (as of 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 shares of Company Common Capital Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Sections 2.6(a) and 2.6(b) or (iii) the Company Convertible Notes or Company Warrants which were converted into the right to receive a portion of the Merger Consideration pursuant to Sections 2.7(b) and 2.7(c): (A) a letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as are reasonably acceptable to the Company) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Closing Merger Consideration. Prior to the Effective Time, Parent shall provide to any cash Company Securityholder who is to receive in lieu excess of fractional shares pursuant to Section 2.02(i) $1,000,000 in connection with the transactions contemplated hereby, upon the written or email request of such holder (or the Company on behalf of such holder), a letter of transmittal, and any dividends or such holder who shall deliver a duly completed letter of transmittal and the other distributions payable pursuant to items set forth in this Section 2.02(c2.8(d) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent on or prior to the Closing Date shall receive the amounts of Merger Consideration such Certificate holder is entitled to receive hereunder on or within one (or affidavit 1) Business Day following the Closing Date. Upon surrender of loss in lieu thereof as provided in Section 2.02(h))Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of record of such Certificates (unless such Certificates represent Dissenting Shares) shall be entitled to receive in exchange therefor that number the amount of whole TopCo Common Sharescash, CCRs and/or cash representing without interest, constituting the Closing Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), 2.6 and the Certificate Certificates so surrendered shall forthwith be canceled. In At the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records election of the Companyrespective Company Securityholder, the Exchange Agent shall make the foregoing payment by wire transfer to the extent that the aggregate amount owed to any such holder at the Closing is in excess of the Merger Consideration may be made to a person $1,000,000. Until so surrendered, outstanding Certificates (other than those representing Dissenting Shares, unless the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration holder thereof loses its right to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall appraisal) will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Closing Merger Consideration that into which such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest securities shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIhave been so converted.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but Time and in any event within three not later than the fifth business days thereafterday following the Effective Time, TopCo ET shall cause the Exchange Agent to mail to each holder of record ETO Preferred Units, which at the Effective Time were converted into the right to receive the applicable portion of Company Common Stock the Preferred Merger Consideration pursuant to Section 2.1(a), (i) a customary letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates certificates or book-entry notations representing ETO Preferred Units (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Units representing ETO Preferred Units) (in each case, “Certificates”) in exchange for the applicable portion of the Preferred Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) Consideration and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.3(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Certificates for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such ETO Preferred Units shall be entitled to receive in exchange therefor (subject to withholding tax as specified in Section 2.4), as applicable, that number of whole TopCo Common SharesNew ET Preferred Units to which such holder is entitled pursuant to Section 2.1(c), CCRs and/or and a check in an amount equal to the aggregate amount of cash representing the Merger Consideration that such holder has the a right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares Section 2.3(c) to which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)entitled, and the Certificate ETO Preferred Units represented by the Certificates so surrendered shall forthwith be canceledcancelled. In If any cash payment is to be made to, or any New ET Preferred Units constituting any part of the event applicable portion of a transfer of ownership of Company Common Stock which the Preferred Merger Consideration is not to be registered in the transfer records of the Companyname of, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so applicable surrendered ETO Preferred Units is registered if such Certificate registered, it shall be properly endorsed a condition to the payment or otherwise registration thereof that the surrendered Certificate be in proper form for transfer and that the person requesting such payment shall or delivery of the Preferred Merger Consideration pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason as a result of such registration in the payment name of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number the applicable portion of whole TopCo Common Shares, CCRs and/or cash representing the Preferred Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i2.3(c)) and any dividends or other distributions upon such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.3(c).

Exchange Procedures. (i) As promptly as practicable after following the Effective Time, Time (but in any no event within three business days later than two (2) Business Days thereafter), TopCo the Surviving Entity shall cause the Exchange Agent to mail (and to make available for collection by hand) to each holder of record of Company Common Stock a Certificate (iA) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent Agent, and which Letter of Transmittal shall otherwise be in such form and have such other customary form) provisions as the Company and Parent may reasonably agree upon, and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu Consideration into which the number of fractional shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.02(i) and this Agreement, together with any amounts payable in respect of dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder on shares of record of Company Parent Common Stock shallin accordance with Section 3.2(d) (which instructions shall provide that, upon surrender at the election of the surrendering holder, (1) Certificates may be surrendered by hand delivery or otherwise or (2) the Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(d), may be collected by check or wire transfer to the Exchange Agent surrendering holder). (ii) Upon surrender of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))thereof) to the Exchange Agent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate pursuant to the provisions of this Article III plus a check or wire transfer representing the amount of cash such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 3.1(b) and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(d), to be mailed or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith 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. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article IIIII. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (iii) As promptly as practicable following the Effective Time (but in no event later than two (2) Business Days thereafter), cash in lieu the Surviving Entity shall cause the Exchange Agent (A) to issue to each holder of any fractional TopCo Book-Entry Shares that number of uncertificated shares of Parent Common Shares Stock that such holder is entitled to receive pursuant to Section 2.02(i3.1(b) in respect of such Book-Entry Shares, and (B) to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for any amounts payable in respect of dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.2(d) and any other amount such holder is entitled to receive in lieu of fractional shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of Section 2.02(c) or Section 2.02(j3.1(b), in each case without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent, and the Certificate so surrendered such Book-Entry Shares shall forthwith then be canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Merger Consideration payable in respect of the Book-Entry Shares. (iv) In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, it shall be a condition of payment of that any Certificate surrendered in accordance with the Merger Consideration may be made to a person other than the person procedures set forth in whose name the Certificate so surrendered is registered if such Certificate this Section 3.2(c) shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, or any Book-Entry Share shall be properly transferred, and that the person Person requesting such payment shall pay any fiduciary or surety bonds or have paid any transfer or Taxes and other similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate or establish Book-Entry Share surrendered or shall have established to the reasonable satisfaction of TopCo Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time (and in no event later than two Business Days thereafter), the Merger Corporation shall cause to be mailed (i) to each Person who was, at the Effective Time, but a Holder of Shares represented by book-entry (collectively, the “Book-Entry Shares”), instructions for use in any event within three business days thereafter, TopCo shall cause effecting the Exchange Agent surrender of such Book-Entry Shares in exchange for the Merger Consideration to mail which such Holder is entitled pursuant to this Article III and (ii) to each Person who was, at the Effective Time, a holder of record of Company Common Stock a certificate or certificates (i“Certificates”) that represented any Shares outstanding immediately prior to the Effective Time, a form of letter of transmittal (which (A) shall specify that delivery of a Certificate shall be effected, and risk of loss and title to the Certificates such Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Paying Agent and which (B) shall otherwise be in such form and have such other customary form) and (ii) provisions as the Surviving Company may specify), together with instructions for use in effecting thereto, setting forth, inter alia, the procedures by which holders of Certificates may surrender of the such Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares Consideration to which such holder is entitled pursuant to Section 2.02(i) and this Article III. If payment of the Merger Consideration in respect of any dividends or Shares represented by Certificates is to be made to a Person other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder than the Person in whose name a Certificate surrendered is registered, it shall be a condition of record payment of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i(w) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceledproperly endorsed or shall otherwise be in proper form for transfer and (x) the Person requesting such payment shall pay any transfer or other Taxes required solely by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Merger Corporation that such Tax has been paid or is not applicable. In the event of a transfer of ownership of Company Common Stock which Book-Entry Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered Book-Entry Share is registered if (y) all documents required to evidence and effect such Certificate shall be properly endorsed transfer or otherwise be in proper form for transfer are presented to the Paying Agent and (z) the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required solely by reason of the payment of the such Merger Consideration to a person Person other than the registered holder of such Certificate Book-Entry Share or establish to the reasonable satisfaction of TopCo the Merger Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.02, each 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 that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that to which the holder of such holder has the right to receive Book-Entry Share or Certificate is entitled pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)III. No interest shall be paid or will accrue on any consideration cash payable to holders of Book-Entry Shares or Certificates pursuant to the provisions of this Article IIIII. 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 Merger Corporation 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. Each holder of one or more Certificates shall, upon completion of such applicable procedures by such holder and the surrender of such holder’s Certificate, be entitled to receive, and the Merger Corporation shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the 17 completion of such procedures, the Merger Consideration for each Share represented by such Certificates. Upon the payment and delivery of the Merger Consideration with respect to a Certificate or Book-Entry Share, such Certificate or Book-Entry Share shall forthwith be cancelled. Prior to the Effective Time, the Merger Corporation and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) with the objective that the Paying Agent shall transmit to DTC or its nominee on the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (X) the number of shares of Company Common Stock (other than Excluded Shares, Continuing Shares and Dissenting Shares) held of record by DTC or such nominee immediately prior to the Effective Time multiplied by (Y) the Merger Consideration.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of CAX Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as CAX and AIC may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of AIC Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, dividends or other distributions on such shares of AIC Common Stock which such holder has the right to receive pursuant to Section 2.3(c), and cash in lieu of any fractional TopCo share of AIC Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.3(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership a Certificate representing shares of Company CAX Common Stock which is are not registered in the transfer records of CAX under the Company, payment name of the Merger Consideration person surrendering such Certificate, a certificate representing the proper number of shares of AIC Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of AIC Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo AIC that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, dividends or other distributions in respect of such Merger Consideration which such holder has the right to receive pursuant to this Article IISection 2.3(c), and cash in lieu of any fractional TopCo share of AIC Common Shares such holder is entitled to receive Stock pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.3(e). No interest shall be paid or will accrue on any consideration amounts payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. (a) At or prior to the Effective ------------------- Time, ▇▇▇▇▇▇ shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Old Certificates, for exchange in accordance with this Article II, certificates representing the shares of ▇▇▇▇▇▇ Common Stock ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with respect thereto (without any interest thereon), being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article II in exchange for outstanding shares of HFP Common Stock. (b) As promptly as practicable after the Effective TimeDate, but in any event within three business days thereafter, TopCo ▇▇▇▇▇▇ shall send or cause the Exchange Agent to mail be sent to each former holder of record of Company shares (other than Cash Designated Shares or Dissenting Shares) of HFP Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title immediately prior to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions Effective Time transmittal materials for use in effecting exchanging such stockholder's Old Certificates for the surrender consideration set forth in this Article II. ▇▇▇▇▇▇ shall cause the New Certificates into which shares of a stockholder's HFP Common Stock are converted on the Effective Date and/or any check in respect of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) Per Share Cash Consideration and any fractional share interests or dividends or other distributions payable pursuant which such person shall be entitled to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, receive to be delivered to such stockholder upon surrender delivery to the Exchange Agent of Old Certificates representing such Certificate shares of HFP Common Stock (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly completed indemnity reasonably satisfactory to ▇▇▇▇▇▇ and validly executed, and such other documents as may reasonably be required by the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder. No interest will be paid on any such cash to be paid 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 HFP Common 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 ▇▇▇▇▇▇ 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 HFP Common Stock converted in the Merger into Cash Designated Shares or Stock Designated Shares 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 in exchange therefor any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ▇▇▇▇▇▇ Common Stock represented by such Old Certificate. (e) Any portion of the Exchange Fund that number remains unclaimed by the stockholders of whole TopCo Common Shares, CCRs and/or cash representing HFP for twelve months after the Merger Consideration that such holder has the right Effective Time shall be paid to receive pursuant to ▇▇▇▇▇▇. Any stockholders of HFP who have not theretofore complied with this Article IIII shall thereafter look only to ▇▇▇▇▇▇ for payment of the shares of ▇▇▇▇▇▇ Common Stock, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) shares and any unpaid dividends or other and distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and on the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company ▇▇▇▇▇▇ Common Stock which is not registered deliverable in the transfer records respect of the Company, payment each share of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if HFP Common Stock such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered stockholder holds as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive determined pursuant to this Article IIAgreement, cash in lieu of each case, without any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIthereon.

Exchange Procedures. As promptly as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo Parent and Sun Global shall cause the Exchange Paying Agent to mail to each Person who was, as of immediately prior to the Effective Time, a holder of record of Company shares of Common Stock entitled to receive the Merger Consideration pursuant to Section 2.01(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that immediately prior to the Effective Time represented any such shares of Common Stock (each, a “Certificate”), if any, shall pass, only upon proper delivery of the Certificates or transfer of any such uncertificated shares of Common Stock (collectively, the “Uncertificated Shares”) to the Exchange Paying Agent and which shall otherwise be in customary formform reasonably satisfactory to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company shares of Common Stock shall, (x) upon surrender to the Exchange Paying Agent of any such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Paying Agent, or (y) 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) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor that the amount of cash which the number of whole TopCo shares of Common Stock previously represented by such Certificate or the Uncertificated Shares, CCRs and/or cash representing the Merger Consideration that such holder has as applicable, shall have been converted into the right to receive pursuant to this Article IISection 2.01(c), cash in lieu without any interest thereon and less any required withholding of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) taxes, and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such which the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) II and any declared dividends or other distributions with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)holder. No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article II.

Exchange Procedures. (i) As promptly as practicable after following the Effective Time, Time (but in any no event within three business days later than two (2) Business Days thereafter), TopCo 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 Company Common Stock a Certificate (iA) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent Agent, and which Letter of Transmittal shall otherwise be in such form and have such other customary form) provisions as the Company and Parent may reasonably agree upon prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series C Preferred stock may vary in certain respects due to differences in the respective securities), and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration, any cash in lieu Consideration into which the number of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shallor Company Preferred Stock, upon surrender as applicable, previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall provide that, at the election of the surrendering holder, (1) Certificates may be surrendered by hand delivery or otherwise or (2) the Merger Consideration in exchange therefor may be collected by check or wire transfer to the Exchange Agent surrendering holder). (ii) Upon surrender of such a Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))thereof) to the Exchange Agent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number the applicable Merger Consideration for each share of whole TopCo Company Common SharesStock or Company Preferred Stock, CCRs and/or cash as applicable, formerly represented by such Certificate by check or wire transfer, to be mailed or delivered by wire transfer within two (2) Business Days following the later to occur of (A) the Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate (or affidavit of loss in lieu thereof) so surrendered shall be forthwith 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. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the applicable Merger Consideration as contemplated by this Article III. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of the Certificates. (iii) As promptly as practicable following the Effective Time (but in no event later than two (2) Business Days thereafter), Parent or the Surviving Entity shall cause the Exchange Agent to issue and deliver to each holder of Book-Entry Shares and each holder of Class B Units a check or wire transfer representing the applicable Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu the provisions of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c3.1(a)(ii) or Section 2.02(j3.1(b)(ii), as applicable, in each case without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent, and the Certificate so surrendered such Book-Entry Shares and Class B Units shall forthwith then be canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares or Class B Units on the Merger Consideration payable in respect of the Book-Entry Shares or Class B Units. (iv) In the event of a transfer of ownership of shares of Company Common Stock, Company Preferred Stock which or Class B Units that is not registered in the transfer records of the CompanyCompany or the Company Operating Partnership, as applicable, it shall be a condition of payment of that any Certificate surrendered in accordance with the Merger Consideration may be made to a person other than the person procedures set forth in whose name the Certificate so surrendered is registered if such Certificate this Section 3.2(c) shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, or any Book-Entry Share or Class B Unit, as applicable, shall be properly transferred, and that the person Person requesting such payment shall pay any fiduciary or surety bonds or have paid any transfer or Taxes and other similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate the Certificate, Book-Entry Share or establish Class B Unit surrendered or shall have established to the reasonable satisfaction of TopCo Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any no event within three business later than ten days thereafter, TopCo the Surviving Entity 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 Company NAL Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) containing instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares consideration to which such person may be entitled pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j)this Article III. Each holder of record of Company Common Stock shall, upon Upon surrender to the Exchange Agent of such an Old Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), for cancellation together with such letter of transmittaltransmittal duly executed and completed in accordance with the instructions thereto, duly completed and validly executed, and the holder of such other documents as may reasonably Old Certificate shall promptly be required by the Exchange Agent, be entitled to receive provided in exchange therefor that number of whole TopCo Common Sharestherefor, CCRs and/or cash representing but in no event later than ten business days after due surrender, a New Certificate and a check in the Merger Consideration that amount to which such holder has the right to receive is entitled pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)III, and the Old Certificate so surrendered shall forthwith be canceled. In No interest will accrue or be paid with respect to any cash or other property to be delivered upon surrender of any Old Certificates. Each of FNFG and the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate Surviving Entity shall be properly endorsed entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the consideration otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive payable pursuant to this Article IIAgreement to any holder of NAL Common Stock such amounts as it may be required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends local or other distributions such holder is entitled to receive pursuant to Section 2.02(c) foreign Tax law. To the extent that amounts are so withheld by FNFG, the Surviving Entity or Section 2.02(j). No interest the Exchange Agent, as the case may be, the withheld amounts shall be treated for all purposes of this Agreement as having been paid or will accrue on any consideration payable to the holders of Certificates pursuant NAL Common Stock in respect of which the deduction and withholding was made by FNFG, the Surviving Entity or the Exchange Agent, as the case may be, and such amounts shall be delivered by FNFG, the Surviving Entity or the Exchange Agent, as the case may be, to the provisions of this Article IIapplicable taxing authority.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Duke Common Stock or Cinergy Common Stock (the "Certificates") whose shares were converted into the right to receive shares of Company Common Stock pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Duke and Cinergy may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Considerationcertificates representing whole shares of Company Common Stock, any cash in lieu of fractional shares pursuant to Section 2.02(i2.02(e) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefore a certificate representing that number of whole TopCo shares of Company Common Shares, CCRs and/or cash representing the Merger Consideration Stock that such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of Company Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Duke Common Stock which or Cinergy Common Stock that is not registered in the transfer records of Duke or Cinergy, as the Companycase may be, payment a certificate representing the proper number of the Merger Consideration shares of Company Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Company Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Company that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Duke Effective Time or the Cinergy Effective Time, as the case may be, to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of Duke Common Shares such holder is entitled to receive pursuant to Stock or Cinergy Common Stock, as the case may be, in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall be paid or will accrue on the Merger Consideration or any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable after At the Closing, a certificate or certificates of Company Common Stock which immediately prior to the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record Time represented outstanding shares of Company Common Stock (ithe "CERTIFICATES") a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates surrendered in exchange for the Merger Consideration, any cash in lieu certificates representing shares of fractional shares pursuant ▇▇▇▇▇▇ Common Stock. Upon surrender of a Certificate for cancellation to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))▇▇▇▇▇▇, together with such letter of transmittal, duly completed and validly executed, and such other documents Documents as may reasonably be required by required, the Exchange Agent, holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate representing that number of whole TopCo shares of ▇▇▇▇▇▇ Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to this Article II, cash in lieu respect of any fractional TopCo such Certificate (after taking into account all shares of Company Common Shares Stock then held by such holder is entitled to receive pursuant to Section 2.02(i) and under all such Certificates so surrendered), together with any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate (ii) cash in lieu of fractional shares of ▇▇▇▇▇▇ Common 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 Common Stock which that is not registered in the transfer records of the Company, payment the proper number of the Merger Consideration shares of ▇▇▇▇▇▇ Common Stock may be made issued pursuant hereto to a person other than transferee if the person in whose name the Certificate so surrendered is registered if Certificates representing such Certificate shall be shares of Company Common Stock, properly endorsed or otherwise be in proper form for transfer, are presented to ▇▇▇▇▇▇, accompanied by all Documents required to evidence and effect such transfer and the person requesting such payment shall pay by evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIissuable in exchange therefor, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and together with any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall will be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article IISections 2.02(c) or 2.02(e).

Exchange Procedures. (a) On or before the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall cause to be delivered to 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 cash equal to the aggregate amount of the Cash Consideration issuable pursuant to this Article II plus an estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock (such cash and New Certificates, being hereinafter referred to as the “Exchange Fund”). Buyer shall instruct the Exchange Agent to timely pay the Merger Consideration in accordance with this Agreement. (b) As promptly as practicable after the Effective Timepracticable, but in any event within three business days thereafterno later than five (5) Business Days following the Effective Time, TopCo shall cause and provided that Company has delivered, or caused to be delivered, to the Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail to each holder of record of Company Common Stock (i) a Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash Consideration as provided for in lieu this Agreement. Upon proper surrender of fractional shares pursuant to Section 2.02(i) a Certificate for exchange and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such a properly completed letter of transmittal, duly completed and validly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a New Certificate representing that number of whole TopCo shares of Buyer Common SharesStock (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement, CCRs (ii) a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or cash (iii) a check representing the Merger Consideration that amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to receive in respect of the Certificate surrendered pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)Agreement, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.02(b2.05(b), each Certificate (other than Certificates representing treasury stock or shares described in Section 2.01(b)(ii)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to as provided for in this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) Agreement and any unpaid dividends or other and distributions such holder thereon as provided in paragraph (c) of this Section 2.05 and any unpaid dividend with respect to the Company Common Stock with a record date that is entitled prior to receive pursuant to Section 2.02(c) or Section 2.02(j)the Effective Time. No interest shall be paid or will accrue accrued on any consideration cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions payable to holders of Certificates Certificates. For shares of Company Common stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. (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 Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.05. After the surrender of a Certificate in accordance with this Section 2.05, 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 Certificate. None of Buyer, Company or the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered, as required by law, to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) The Exchange Agent and Buyer, as the provisions case may be, shall not be obligated to deliver cash and/or a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.05, or an appropriate affidavit of loss and indemnity agreement and a bond in such amount as shall be required in each case by Buyer (but not more than the amount required under Buyer’s contract with its transfer agent). If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer, and that the Person requesting such exchange pay to the Exchange Agent any transfer or other recordation 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 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 stockholders of Company for six (6) months 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 stockholders of Company who have not theretofore complied with Section 2.05(b) shall thereafter look only to the Surviving Entity for the Merger Consideration deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of Company to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to tender to the custody of any court of competent jurisdiction any Merger Consideration represented by such Certificate and file legal proceedings interpleading all parties to such dispute, and will 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 Agreement 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 Article IIAgreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made by Buyer.

Exchange Procedures. As promptly as practicable after Subject to Section 1.05(d) and to this Section 2.05, at and following the Recapitalization Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Company Common Stock : (i) a letter of transmittal (which Purchaser shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery make all of the Certificates Recapitalization Merger Consideration available to each Person that is entitled to receive the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Recapitalization Merger Consideration, any cash in lieu of fractional shares Consideration pursuant to Section 2.02(i2.04(b) above (each a “Company Holder”) for exchange in accordance with the terms and any dividends or other distributions payable pursuant conditions of this Agreement. Subject to Section 2.02(c) or Section 2.02(j1.05(d). Each holder of record of Company Common Stock shall, at and following the Recapitalization Effective Time, upon surrender to the Exchange Agent Purchaser by a Company Holder of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, a duly executed and completed and validly executed, Transmittal Letter and such other documents documentation evidencing such holder’s ownership of such holder’s Company Common Units (other than any Retained Units) as may reasonably be required requested by Purchaser, such holder shall immediately be paid in cash, by wire transfer to the Exchange Agentaccount(s) specified in such holder’s Transmittal Letter, be entitled to receive in exchange therefor that number the amount of whole TopCo Common Shares, CCRs and/or cash representing the Recapitalization Merger Consideration that (less any required withholding Taxes) to which such holder has is entitled pursuant to this Article 2 in respect of such Company Common Units. Until surrendered as contemplated by this Section 2.05, each holder of Company Common Units (other than the Retained Units) shall be deemed upon and at any time after the Recapitalization Effective Time to have only the right to receive pursuant to the appropriate amount of the Recapitalization Merger Consideration without interest as provided in this Article II, cash in lieu of 2. If any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records portion of the Company, payment of the Recapitalization Merger Consideration may is to be made paid to a person Person other than the person Person in whose name the Certificate Company Common Units are registered, it shall be a condition to such payment that the Company Common Units so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any fiduciary or surety bonds or to Purchaser, on behalf of the Surviving Company, any transfer or other similar Taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate Company Common Units or establish to the reasonable satisfaction of TopCo Purchaser that such Tax has been paid or is not applicablepayable. (ii) The Company shall make the Exchange Units available to the holders of Retained Units for exchange in accordance with the terms and conditions of this Agreement. Subject to Section 1.05(d), at the Recapitalization Effective Time, upon surrender to the Company by a holder of Retained Units of a duly executed and completed Transmittal Letter and such other documentation evidencing such holder’s ownership of such holder’s Retained Units as may reasonably be requested by Purchaser, such holder of such Retained Units shall be entitled to immediately receive in exchange therefor the aggregate number of Exchange Units (less any required withholding Taxes) to which such holder is entitled pursuant to this Article 2 in respect of the Retained Units held by such holder. Until surrendered as contemplated by this Section 2.02(b)2.05, each Certificate holder of Retained Units shall be deemed upon and at any time after the Recapitalization Effective Time to represent have only the right to receive upon such surrender that the appropriate aggregate number of whole TopCo Common SharesExchange Units without interest as provided in this Article 2. If any Exchange Units are to be issued to a Person other than the Person in whose name the Retained Units are registered, CCRs and/or cash representing it shall be a condition to such payment that the Merger Consideration Retained Units so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Company, on behalf of the Surviving Corporation, any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Retained Units or establish to the satisfaction of the Company that such holder Tax has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be been paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIis not payable.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of MS Common Stock or MS Preferred Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of DWD Preferred Stock, as applicable, pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as DWD and MS may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger ConsiderationConsideration or shares of DWD Preferred Stock, any cash in lieu as applicable. Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole TopCo shares of DWD Common Shares, CCRs and/or cash representing the Merger Consideration that Stock or DWD Preferred Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of DWD Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company MS Common Stock or MS Preferred Stock which is not registered in the transfer records of MS, a certificate representing the Company, payment proper number of the Merger Consideration shares of DWD Common Stock or DWD Preferred Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of DWD Common Stock or DWD Preferred Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo DWD that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such or shares of DWD Preferred Stock, as applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of DWD Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Certificates that immediately before the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c) (Conversion of Company Common Stock), (i) a letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by the Company, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash that the aggregate number of whole TopCo shares of Company Common Shares, CCRs and/or cash representing the Merger Consideration that Stock previously represented by such holder has Certificate shall have been converted pursuant to Section 2.01(c) (Conversion of Company Common Stock) into the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made and shares may be issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Surviving Corporation that such Tax has been paid or is not applicable. Until Subject to the last sentence of Section 2.02(c) (No Further Ownership Rights in Company Common Stock), until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that into which the shares of Company Common Stock theretofore represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive Certificate have been converted pursuant to Section 2.02(i2.01(c) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j(Conversion of Company Common Stock). No interest shall be paid or will accrue on any consideration cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (i) Upon the terms and subject to the conditions set forth in this Section 4.6, after the expiration of the applicable Lock-Up Period, an Exchanging Member (together with its Affiliates, including other Continuing Members, and Permitted Transferees) shall be entitled to cause the Company to effect an Exchange up to two (2) times per calendar quarter collectively (and no more frequently) plus, if necessary, any additional number of times as may be necessary to allow such Exchanging Member to participate in a letter transaction described in the penultimate sentence of transmittal this Section 4.6(a)(i) or in Section 4.6(h), in each case with respect to a number of Class B Units (including, for the avoidance of doubt, any Earn Out Units which are treated as Class B Units) at least equal to or exceeding the Minimum Exchange Amount, by delivering an Exchange Notice to the Company, with a copy to PubCo. Each Exchange Notice shall be in the form set forth on Exhibit B and shall include all information required to be included therein. An Exchange Notice may specify that delivery the Exchange is to be contingent (including as to timing) upon the consummation of a purchase by another Person (whether in a tender offer or exchange offer, an underwritten offering or otherwise) of the shares of Class A Common Stock into which the Class B Units are exchangeable, or contingent (including as to timing) upon the closing of an announced merger, consolidation or other transaction or event in which shares of Class A Common Stock would be exchanged or converted or become exchangeable for or convertible into cash or other securities or property. In the event that an Exchange is being exercised in order to participate in a Piggyback Registration, the Exchange Notice Date shall be effected, and risk of loss and title prior to the Certificates shall pass, only upon proper delivery expiration of the Certificates time period in which a holder of securities is required to notify PubCo that it wishes to participate in such Piggyback Registration in accordance with Section 2.2 of the Investor Rights Agreement. (ii) Within five (5) Business Days of the giving of an Exchange Notice, the Managing Member on behalf of the Company acting through the Redemption Election Committee may, but shall not be required to, elect to settle all or a portion of the Exchange in cash in an amount equal to the Cash Exchange Payment (in lieu of shares of Class A Common Stock) (the “Cash Settlement”), exercisable by giving written notice of such election to the Exchanging Member within such five (5) Business Day period (such notice, the “Cash Exchange Notice”). The Cash Exchange Notice shall set forth the portion of the Class B Units subject to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions exchanged for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant Class A Common Stock. To the extent such Exchange relates to Section 2.02(i) the exercise of the Exchanging Member’s registration rights under the Investor Rights Agreement, PubCo and the Company shall cooperate in good faith with such Exchanging Member to exercise such Exchange in a manner which preserves such Exchanging Member’s rights thereunder. At any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder time following the giving of record of Company Common Stock shall, upon surrender a Cash Exchange Notice and prior to the Exchange Agent Date, the Managing Member may elect (exercisable by giving written notice of such Certificate election to the Exchanging Member) to revoke the Cash Exchange Notice with respect to all or any portion of the Exchanged Units and make the Stock Exchange Payment with respect to any such Exchanged Units on the Exchange Date. Notwithstanding anything to the contrary in this Agreement, the Managing Member (or affidavit acting through the Redemption Election Committee) may only elect a Cash Settlement if such Cash Settlement is limited to the net proceeds from any issuance of loss shares of Class A Common Stock issued for the purpose of satisfying such Cash Settlement plus the amount of any Tax Distributions received by PubCo to the extent such amount (if any) is in lieu thereof as provided in Section 2.02(h))excess of the amount required for PubCo to timely pay its actual U.S. federal, together with such letter of transmittalstate, duly completed and validly executedlocal, and foreign tax liabilities related to tax items of the Company and its Subsidiaries and timely meet its obligations pursuant to the Tax Receivable Agreement. (iii) The Exchanging Member may elect to retract its Exchange Notice by giving written notice of such other documents as may reasonably be required by election to the Exchanging Member no later than ten (10) Business Days prior to the Exchange Agent, be entitled to receive in exchange therefor that number Date. The giving of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive any notice pursuant to this Article IISection 4.6 shall terminate all of the Exchanging Member’s and the Company’s rights and obligations under this Section 4.6 arising from such retracted Exchange Notice (but not, cash for the avoidance of doubt, from any Exchange Notice not retracted or that may be delivered in lieu the future). (iv) Notwithstanding anything to the contrary contained in this LLC Agreement, if, in connection with an Exchange in accordance with this Section 4.6, a filing is required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (“HSR Act”), then the Exchange Date with respect to all Exchanged Units which would be exchanged into an equal number of shares of Class A Common Stock resulting from such Exchange shall be delayed until the earlier of (i) such time as the required filing under the HSR Act has been made and the waiting period applicable to such Exchange under the HSR Act shall have expired or been terminated or (ii) such filing is no longer required, at which time such Exchange shall automatically occur without any further action by the holders of any fractional TopCo Common Shares such holder is entitled Exchanged Units. Each of the Members and PubCo agree to receive pursuant promptly take all actions required to Section 2.02(i) and any dividends or other distributions make such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), filing under the HSR Act and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if filing fee for such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest filing shall be paid by the Company. (v) Unissued Earn Out Units (until such time as the applicable Triggering Event occurs) are not permitted to be treated as Exchanged Units under this LLC Agreement, and in no event shall the Company or will accrue on any consideration payable PubCo effect an Exchange of an Unissued Earn Out Unit unless and until a Triggering Event has occurred with respect to holders such Unissued Earn Out Unit such that an Earn Out Unit issued in accordance with the terms of Certificates pursuant to the provisions Business Combination Agreement (other than in connection with a Change of this Article IIControl Transaction).

Exchange Procedures. As promptly as practicable after (a) On or before the Effective TimeClosing Date, but in any event within three business days thereafterfor the benefit of the holders of Certificates, TopCo (i) Buyer shall cause to be delivered to 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 aggregate amount of cash payable pursuant to this Article II (including the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock) (such cash and New Certificates, being hereinafter referred to as the “Exchange Fund”). (b) Not more than five Business Days following the Closing Date, 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 Company Common Stock (i) a Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional Consideration into which the shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shallrepresented by such Certificate or Certificates shall have been converted pursuant to Sections 2.1, upon 2.3 and 2.4 of this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such a properly completed letter of transmittal, duly completed and validly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a New Certificate representing that number of whole TopCo shares of Buyer Common SharesStock (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement, CCRs (ii) a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement, and/or cash (iii) a check representing the Merger Consideration that amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to receive in respect of the Certificate surrendered pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)Agreement, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.02(b2.5(b), each Certificate (other than Certificates representing Treasury Stock and any Suspense Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIprovided in Sections 2.1, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) 2.3 and 2.4 and any unpaid dividends or other and distributions such holder is entitled to receive pursuant to thereon as provided in Section 2.02(c) or Section 2.02(j2.5(c). No interest shall be paid or will accrue accrued on (x) any consideration cash constituting Merger Consideration (including any cash in lieu of fractional shares) or (y) 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 Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.5. After the surrender of a Certificate in accordance with this Section 2.5, 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 Certificate. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.5, 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 Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the 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 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 stockholders of the Company for six months 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 stockholders of the Company who have not theretofore complied with Section 2.5(b) shall thereafter look only to the Surviving Corporation for the Merger Consideration deliverable in respect of each share of Company Common Stock such stockholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered, or the provisions 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 represented by any 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 specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any 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 Agreement 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 Article IIAgreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made by Buyer.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail be mailed to each person who was, at the Effective Time, a holder of record of Company Common Stock Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent and which shall otherwise be in customary formPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates certificates evidencing such Shares (each, a “Certificate” and, together, the “Certificates”) or the non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate Certificates (or affidavit effective affidavits of loss in lieu thereof as provided in Section 2.02(h))thereof) to the Paying Agent for cancellation, together with such letter of transmittal, duly completed and validly executed, executed in accordance with the instructions thereto (and such other documents as may reasonably customarily be required by the Exchange Paying Agent), the holder of such Shares shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that which such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.01(a), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is are registered if the Certificate representing such Certificate Shares shall be properly endorsed presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required solely by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that to which the holder of such holder has the right to receive Certificate is entitled pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II. 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 II. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and the Surviving Company shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (but in no event more than three (3) Business Days thereafter), the Merger Consideration for each Book-Entry Share.

Exchange Procedures. As promptly as practicable (i) Promptly after the Effective Time, but in any event within three business days thereafter, TopCo Menlo shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a certificate or certificates which immediately prior to the Effective Time represented outstanding Foamix Shares (the “Certificates”) or Book Entry Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) such form and have such other provisions as Menlo may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of any fractional shares pursuant to Section 2.02(i2.1(f) and any dividends or other distributions payable pursuant to Section 2.02(c2.2(c), and (iii) a duly completed and validly executed declaration and/or Qualified Tax Certificate (or Section 2.02(jsuch other forms as may be required under any applicable Tax law, the 104H Tax Ruling, the 104H Interim Ruling, and each in such form as may be reasonably requested by the Exchange Agent, or such forms as prescribed in the Withholding Tax Ruling) in which the beneficial owner of Foamix Shares provides certain information necessary for the Exchange Agent to determine whether any amounts need to be withheld from the consideration payable or otherwise deliverable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling). Each holder Upon (A) in the case of record Foamix Shares represented by a Certificate, the surrender of Company Common Stock shall, upon surrender such certificate for cancellation to the Exchange Agent Agent; or (B) in the case of such Certificate (or affidavit Book-Entry Shares, the receipt of loss an “agent’s message” by the Exchange Agent, in lieu thereof as provided in Section 2.02(h)), each case together with such the letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, including a duly completed and validly executed declaration and/or Qualified Tax Certificate or such other forms as may be required under any applicable Tax law, the 104H Tax Ruling, the 104H Interim Ruling, or such forms as prescribed in the Withholding Tax Ruling, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates or Book Entry Shares, as applicable, shall be entitled to receive in exchange therefor that such number of whole TopCo shares of Menlo Common Shares, CCRs and/or cash representing the Merger Consideration that Stock to which such holder has the right to receive is entitled pursuant to this Article IISection 2.1 (which shall be in uncertificated book-entry form), cash payment, subject to any applicable withholding tax pursuant to Section 2.2(h), in lieu of any fractional TopCo Common Shares shares which such holder is entitled to receive pursuant to Section 2.02(i) and 2.1(f), any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c2.2(c) or Section 2.02(j)and Contingent Stock Rights, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. The Contingent Stock Rights shall not be evidenced by a certificate or other instrument. In the event of a transfer of ownership of Company Common Stock Foamix Shares which is not registered in the transfer records of Foamix, certificates representing the Companyproper amount of Merger Consideration (including, for the avoidance of doubt, payment in the form of or with respect to the Merger Consideration Contingent Stock Rights) may be made issued to a person Person (as defined in Section 8.14(vv)) other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Menlo Common Stock and Contingent Stock Rights to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Menlo that such Tax tax has been paid or is not applicableapplicable and subject to the provisions of Section 2.2(h). Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(f) or Section 2.2(c)) upon such surrender that number No interest shall be paid or shall accrue on any amount payable pursuant to Section 2.1(f) or Section 2.2(c). (ii) Notwithstanding anything to the contrary in this Agreement, any holder of whole TopCo Common Shares, CCRs and/or cash representing a Book-Entry Share shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) 2.1 and any dividends cash pursuant to Section 2.1(f) or other distributions Section 2.2(c) upon such surrender. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.02(c2.1 and any cash that such holder is entitled to receive pursuant to Section 2.1(f) or Section 2.02(j2.2(c) in respect of such Book-Entry Shares shall upon receipt by the Exchange Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request). No interest , be entitled to receive, and Menlo shall be paid or will accrue on cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, subject to any consideration payable to holders of Certificates applicable withholding tax pursuant to Section 2.2(h), the provisions Merger Consideration that such holder is entitled to receive pursuant to Section 2.1 and any cash that such holders have the right to receive pursuant to Section 2.1(f) or Section 2.2(c) in respect of this Article IIsuch Book-Entry Shares, and the Book-Entry Shares of such holder shall forthwith be cancelled.

Exchange Procedures. (a) On or before the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall cause to be delivered to 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 aggregate amount of cash payable pursuant to this Article II (including the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock) (such cash and New Certificates, being hereinafter referred to as the "Exchange Fund"). (b) As promptly as practicable after following the Effective Time, but in any event within three business days thereafterand provided that the Company has delivered, TopCo shall cause 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 Company Common Stock (i) a Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional Consideration into which the shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shallrepresented by such Certificate or Certificates shall have been converted pursuant to Sections 2.1, upon 2.3 and 2.4 of this Agreement. Upon proper surrender of a Certificate for exchange and cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such a properly completed letter of transmittal, duly completed and validly executed, and the holder of such other documents as may reasonably be required by the Exchange Agent, Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) a New Certificate representing that number of whole TopCo shares of Buyer Common SharesStock (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement, CCRs (ii) a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or cash (iii) a check representing the Merger Consideration that amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to receive in respect of the Certificate surrendered pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)Agreement, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.02(b2.6(b), each Certificate (other than Certificates representing Treasury Stock) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIprovided in Sections 2.1, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) 2.3 and 2.4 and any unpaid dividends or other and distributions such holder is entitled to receive pursuant to thereon as provided in Section 2.02(c) or Section 2.02(j2.6(c). No interest shall be paid or will accrue accrued on (x) any consideration cash constituting Merger Consideration (including any cash in lieu of fractional shares) or (y) 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 Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.6. After the surrender of a Certificate in accordance with this Section 2.6, 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 Certificate. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.6, 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 Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the 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 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 six months 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 2.6(b) shall thereafter look only to the Surviving Corporation for the Merger Consideration 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. If outstanding Certificates for shares of Company Common Stock are not surrendered or the provisions 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 represented by any 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 specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any shares of Company Common Stock represented by any 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 Agreement 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 Article IIAgreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made by Buyer.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within no later than three business days thereafter, TopCo Business Days following the Effective Time: (i) the Parent Entities shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock represented by Certificates as of the Effective Time, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Agent and which shall otherwise be in customary formform as approved by the Parent Entities and the Company) and (iiB) instructions for use in effecting the surrender of the surrendering such Certificates in exchange for the Merger Consideration, any including cash in lieu of fractional shares entitlements to Parent ADSs pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder Upon the surrender of record of Company Common Stock shall, upon surrender such Certificates for cancelation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly executed and completed and validly executed, and such other documents as may reasonably be required by pursuant to such instructions, the Exchange Agent, holder of such Certificates shall be entitled to receive as promptly as practicable in exchange therefor that (1) the number of Parent ADSs representing, in the aggregate, the whole TopCo Common Sharesnumber of Parent ADSs, CCRs and/or cash representing the Merger Consideration if any, that such holder has the right to receive pursuant as Merger Consideration and (2) an amount of cash, in U.S. dollars, that such holder has the right to this Article IIreceive as Merger Consideration, including cash payable in lieu of any fractional TopCo Common Shares such holder is entitled entitlements to receive Parent ADSs pursuant to Section 2.02(i) and any dividends or and other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j(less any required Tax withholding), and the Certificate so surrendered shall forthwith be canceledpursuant to this Article II. In the event of a transfer of ownership of Company Common Stock which a Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the such Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the such registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each share of Company Common Stock represented by a Certificate converted into the right to receive Merger Consideration pursuant to Section 2.01(c) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIConsideration, cash in lieu of any fractional TopCo Common Shares such holder is entitled entitlements to receive Parent ADSs pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) as contemplated by this Article II. No dividends or Section 2.02(j)other distributions declared or made with respect to Parent Ordinary Shares and Parent ADSs with a record date after the Effective Time will be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent ADSs issuable upon surrender thereof and in respect of such holder’s Book-Entry Shares until after the surrender of such Certificate in accordance with this Article II. No interest shall be paid or will accrue on the cash payable upon surrender of any consideration Certificate. (ii) the Parent Entities shall cause the Exchange Agent to mail to each holder of record of Book-Entry Shares as of the Effective Time (other than any Book-Entry Shares representing Dissenting Shares) (A) a notice of the effectiveness of the Merger, (B) a statement reflecting the whole number of Parent ADSs, if any, in the name of such record holder that such holder has the right to receive as Merger Consideration and (C) an amount in cash, in U.S. dollars, that such holder has the right to receive as Merger Consideration, including cash payable in lieu of fractional entitlements to holders of Certificates Parent ADSs pursuant to Section 2.02(i) and dividends and other distributions payable pursuant to Section 2.02(c) (less any required Tax withholding), pursuant to this Article II. Holders of Company Common Stock who hold all of their shares of Company Common Stock as Book-Entry Shares will not be required to take any action to receive the provisions Merger Consideration in respect of such shares. Any holder of both shares of Company Common Stock represented by Certificates and by Book-Entry Shares will be required to complete the exchange procedures outlined in paragraph (i) above for such Certificates before such holder will receive the Merger Consideration, including any cash payable in lieu of fractional entitlements to Parent ADSs pursuant to Section 2.02(i) and dividends and other distributions payable pursuant to Section 2.02(c) (less any required Tax withholding), pursuant to this Article II.

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time and in no event later than three Business Days following the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formform and contain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or and cash in lieu of any fractional shares payable pursuant to Section 2.02(j2.02(e). Each holder of record of Company Common Stock one or more Certificates shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Certificates, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor (i) the amount of cash to which such holder is entitled pursuant to Section 2.01(d), (ii) a certificate or certificates representing that number of whole TopCo Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Shares (after taking into account all Certificates surrendered by such holder) to which such holder has the right to receive is entitled pursuant to this Article IISection 2.01(d), (iii) any dividends or distributions payable pursuant to Section 2.02(c) and (iv) cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares payable pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of TopCo Parent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.this

Exchange Procedures. (a) As promptly as practicable after the Effective Time, but in any no event within three business later than ten (10) days thereafter, TopCo the Purchaser shall cause the Exchange Agent to mail provide to each holder of record of Company Common Stock (i) Member a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting receiving Book-Entry Shares representing the surrender number of whole shares of Purchaser Common Stock which such Member’s Membership Interests shall have been converted into the Certificates in exchange for the Merger Consideration, right to receive pursuant to this Agreement as well as any cash in lieu of fractional shares dividends or distributions to be paid pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j3.2(b). Each holder of record of Company Common Stock shall, upon surrender Upon delivery to the Exchange Agent Purchaser of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such properly completed letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, Member shall be entitled to receive in exchange therefor receive, as applicable, (i) Book-Entry Shares representing that number of whole TopCo shares of Purchaser Common Shares, CCRs and/or cash representing Stock to which such Member shall have become entitled pursuant to the Merger Consideration that provisions of Article 2 and (ii) any dividends or distributions which such holder Member has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i3.2(b). (b) and any No dividends or other distributions declared with respect to Purchaser Common Stock shall be paid to any Member until such holder is Member shall have complied with the provisions of this Article 3. After the compliance by a Member in accordance with this Article 3, such Member shall be entitled to receive pursuant any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event whole shares of a transfer of ownership of Company Purchaser Common Stock which is not registered that such Member’s Membership Interests have been converted into the right to receive. (c) If any Book-Entry Shares representing shares of Purchaser Common Stock are to be issued in the transfer records of the Company, payment of the Merger Consideration may be made to a person name other than the person in whose name the Certificate so surrendered is registered if such Certificate applicable Member’s, it shall be properly endorsed or otherwise be in proper form for transfer and a condition of the person issuance thereof that the Member requesting such payment exchange shall pay any fiduciary or surety bonds or to the Purchaser in advance any transfer or other similar Taxes required by reason of the payment issuance of the Merger Consideration to a person Book-Entry Shares representing shares of Purchaser Common Stock in any name other than the registered holder that of such Certificate Member, or required for any other reason, or shall establish to the reasonable satisfaction of TopCo the Purchaser that such Tax has been paid or is not applicable. Until surrendered as contemplated payable. (d) Any portion of the Exchange Fund that remains unclaimed by this Section 2.02(b), each Certificate shall be deemed at any time the Members for twelve (12) months after the Effective Time shall be paid to represent the Combined Company. Any former holders of Membership Interests who have not theretofore complied with this Article 3 shall thereafter look only to the right to receive upon such surrender that number Combined Company for payment of whole TopCo the shares of Purchaser Common Shares, CCRs and/or cash representing Stock or any unpaid dividends and distributions on the Merger Consideration that Purchaser Common Stock deliverable in respect of each former Membership Interest such holder has the right to receive holds as determined pursuant to this Article IIAgreement, cash without any interest thereon. Notwithstanding the foregoing, none of the Company, the Purchaser, the Merger Sub, the Surviving Entity, the Combined Company or any other Person shall be liable to any former holder of Membership Interests for any amount delivered in lieu of any fractional TopCo Common Shares such holder is entitled good faith to receive a public official pursuant to Section 2.02(i) and any dividends applicable abandoned property, escheat or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIsimilar Laws.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafterno later than the fifth Business Day after the Effective Time, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a Certificate (or, in the case of uncertificated Shares, evidence of such Shares in book-entry form) whose Shares were converted into the right to receive the Merger Consideration and cash in lieu of any fractional shares payable pursuant to Section 2.2(d) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form and contain customary provisions including customary provisions with respect to delivery of an "agent's message" with respect to Shares held in book-entry form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any Consideration and cash in lieu of any fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.2(d). Each holder of record of Company Common Stock one or more Certificates shall, upon surrender to the Exchange Agent of such Certificate or Certificates (or affidavit or, if applicable, delivery of loss in lieu thereof as provided in Section 2.02(h)an "agent's message"), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor (i) the amount of cash to which such holder is entitled pursuant to Section 2.1(c), (ii) a certificate or certificates representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock (after taking into account all Certificates surrendered by such holder) to which such holder has the right to receive is entitled pursuant to this Article II, Section 2.1(c) and (iii) cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares payable pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(d), and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of TopCo Parent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, and cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive shares payable pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.2(d). No interest shall be paid or will accrue on any consideration payable payment to holders of Certificates or holders of Shares in book-entry form pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable after Within two Business Days following the Effective Time, but in any event within three business days thereafter, TopCo the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of (i) Company Common Stock converted into the right to receive the Per Share Cash Consideration pursuant to Section 2.01(a)(i) (i"COMPANY CERTIFICATES"), and (ii) Borden Common Stock converted into the right to receive Merger Sha▇▇▇ ▇ursuant to Section 2.01(c) ("BORDEN CERTIFICATES," together with the Company Certificat▇▇, the "CERTIFICATES"): (A) a form of letter of transmittal (which the "LETTER OF TRANSMITTAL"); and (B) instructions for use of the Letter of Transmittal in effecting the surrender of either the Company Certificates in exchange for such holder's pro rata portion of the Total Cash Merger Consideration or the Borden Certificates in exchange for such holder's pro rata port▇▇▇ ▇f the Merger Shares. The Letter of Transmittal shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt thereof by the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify. Upon surrender of the Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with a properly completed and duly executed Letter of Transmittal, (i) the holder of record of such Certificate shall be entitled to receive: (A) if it is a Company Certificate, a check in the amount equal to such holder's pro rata portion of the Total Cash Merger Consideration as determined pursuant to Section 2.01(a)(i) hereof in respect of such Certificate; or (B) if it is a Borden Certificate, a certificate representing the number of wh▇▇▇ ▇▇ares of Company Common Stock to which shall otherwise be in customary formsuch holder is entitled pursuant to Section 2.01(c) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)if any), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares which such holder is entitled to receive pursuant to Section 2.02(i2.01(d); and (ii) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicablecanceled. Until surrendered as contemplated by this Section 2.02(b)so surrendered, each Certificate shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender that number holder's pro rata portion of whole TopCo Common Shareseither (x) the Total Cash Merger Consideration contemplated by Section 2.01(a)(i), CCRs and/or cash representing or (y) the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to contemplated by Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.01(c). No Notwithstanding anything contained herein to the contrary, no interest shall be paid or will shall accrue on any consideration cash payable to holders any holder of Certificates a Certificate pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of any fractional shares pursuant to Section 2.02(i2.1(e) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c). Each holder Upon surrender of record of Company Common Stock shall, upon surrender Certificates for cancellation to the Exchange Agent of or to such Certificate (other agent or affidavit of loss in lieu thereof agents as provided in Section 2.02(h))may be appointed by Parent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates shall be entitled to receive in exchange therefor a certificate or certificates representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock (after taking into account all Certificates surrendered by such holder) to which such holder has the right to receive is entitled pursuant to this Article IISection 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), cash payment in lieu of any fractional TopCo Common Shares shares which such holder is entitled to receive pursuant to Section 2.02(i2.1(e) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.2(c), and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person Person (as defined in Section 8.3(jj)) other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c2.1(e) or Section 2.02(j2.2(c)) upon such surrender. No interest shall be paid or will shall accrue on any consideration amount payable to holders of Certificates pursuant to the provisions of this Article IISection 2.1(e) or Section 2.2(c).

Exchange Procedures. As promptly as practicable after Upon surrender to the Effective TimePaying Agent of a Company Certificate for cancellation, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to mail to each holder of record of Company Common Stock (i) together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may reasonably be required by the Exchange instructions to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole TopCo Nipsco Common SharesShares into which the Company Shares previously represented by such Company Certificate are converted in accordance with Section 2.2.1, CCRs and/or (ii) the cash representing the Merger Consideration that to which such holder has is entitled in accordance with Section 2.2.1, (iii) the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Nipsco Common Shares to which such holder is entitled to receive pursuant to Section 2.02(i2.3.6, and (iv) and any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.3.4 (the Nipsco Common Shares, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) above being referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate so surrendered shall forthwith be canceledupon 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. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of If the Merger Consideration may (or any portion thereof) is to be made delivered to a any person other than the person in whose name the Company Certificate surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Company Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the person requesting such payment exchange shall pay any fiduciary or surety bonds or to the Paying Agent any transfer or other similar Taxes taxes required by reason of the payment of the Merger Consideration such consideration to a person other than the registered holder of such the Company Certificate surrendered, or shall establish to the reasonable satisfaction of TopCo the Paying Agent that such Tax tax has been paid or is not applicable. If any Company Certificate shall have been lost, stolen, mislaid or destroyed, then upon receipt of (a) an affidavit of that fact from the holder claiming such Company Certificate to be lost, mislaid, stolen or destroyed, (b) such bond, security or indemnity as the Company or the Paying Agent may reasonably require, and (c) any other documentation necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such holder a certificate representing the number of shares of Company Shares into which the shares represented by such lost, stolen, mislaid or destroyed Company Certificate shall have been converted. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Company Certificate, and, if any such Company Certificate is presented to the Company for transfer, it shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.02(b2.3.3, each Company Certificate (other than a certificate representing Company Shares to be canceled in accordance with Section 2.2.7), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article IIConsideration, cash in lieu of without any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article IIthereon.

Exchange Procedures. As promptly as practicable after the Effective Time, but in any no event within three business more than ten (10) days thereafter, TopCo Parent shall cause the Exchange Paying 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 (the “Certificates”) whose shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall otherwise be in customary form) such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Paying Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required executed by the Exchange Agentholder of such Certificate, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant (subject to Section 2.02(i2.2(d) and any dividends or other distributions Section 2.2(e)) multiplied by the number of shares of Company Common Stock formerly represented by such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), Certificate and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Merger Consideration may is to be made to an individual, corporation, limited liability company, or other entity (a person “Person”) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any fiduciary or surety bonds or have paid any transfer or and other similar Taxes taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of TopCo the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate held by a holder whose Shares were converted pursuant to Section 2.1(c)) into the right to receive the Merger Consideration shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration in cash as contemplated by this Section 2.2. If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such holder has Certificate to be lost, stolen or destroyed and, if required by Parent or the right Surviving Corporation, the posting by such Person of a bond in such reasonable amount as Parent or the Surviving Corporation, as the case may be, may direct as indemnity against any action that may be made against it with respect to receive pursuant such Certificate, the Paying Agent shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders in respect of the Shares represented by such Certificates pursuant to the provisions of as contemplated by this Article ARTICLE II.

Exchange Procedures. As promptly as practicable (a) Promptly after the Effective Time, but and in any event within three business days thereafternot later than the fifth (5th) Business Day following the Effective Time, TopCo the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Company Common Stock a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall otherwise be in customary formform and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) in exchange for the applicable Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor pursuant to Section 2.02(i) 2.6 of this Agreement and any dividends or other distributions payable to which such holder is entitled pursuant to Section 2.02(c) or Section 2.02(j)2.4 of this Agreement. Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Certificate to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h)), together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that therefor: (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole TopCo shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Company Common Shares, CCRs and/or Stock then held by such holder) and (B) cash representing in the Merger amount equal to the Cash Consideration that such holder has the right to receive pursuant to this Article IISection 1.8, plus cash that such holder has the right to receive in lieu of any fractional TopCo shares of Parent Common Stock pursuant to Section 2.6 and dividends and other distributions pursuant to Section 2.4 (in each case, after taking into account all shares of Company Common Stock then held by such holder). Notwithstanding anything to the contrary contained in this Agreement, any holder of Company Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.02(ithis Agreement. (b) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of a Certificate representing Company Common Stock which that is not registered in the stock transfer records of the Company, payment of the Merger Consideration may shall be made issued or paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Certificate Company Common Stock shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment or issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration or issuance to a person other than the registered holder of such the Certificate or establish to the reasonable satisfaction of TopCo Parent that such the Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable after (a) Promptly following the Effective TimeAgreement Date, but in any event within three business days thereafter, TopCo the Company shall cause the Exchange Agent to mail provide to each holder of record a certificate for shares of Company Common Capital Stock (a “Certificate”) (i) a letter of transmittal in substantially the form attached as Exhibit B hereto (which shall specify that delivery shall be effected, and risk a “Letter of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formTransmittal”) and (ii) instructions for use in effecting the surrender of the Certificates such Certificate in exchange for the Merger Consideration, any cash in lieu Consideration with respect to each of fractional the shares pursuant of Capital Stock of the Company represented thereby. Following surrender of a Certificate to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Buyer, together with such letter Letter of transmittalTransmittal duly executed and completed in accordance with the instructions thereto, duly completed a properly executed substitute Form W-9 or Form W-8, if applicable, from such holder in form and validly executedsubstance acceptable to Buyer, and such other documents as may reasonably be required by Buyer, Buyer shall cause to be paid the Exchange Agent, be entitled to receive in exchange therefor that number cash and shares of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that Buyer Stock represented by such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive Certificate converted pursuant to Section 2.02(i) and 2.3, without any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)interest thereon, and the each Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the CompanyUntil so surrendered, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate Certificates shall be properly endorsed or otherwise be in proper form for transfer upon and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after following the Effective Time to represent only solely the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that with respect to the shares of Capital Stock of the Company represented thereby, without interest. Any holder of a Certificate who provides the Company with an executed Letter of Transmittal and duly endorsed Certificate (or Certificates, as applicable) with respect thereto at least three (3) days prior to the Closing shall be paid such holder has the right to receive pursuant to this Article II, cash in lieu and shares of any fractional TopCo Common Shares Buyer Stock represented by such holder is entitled to receive Certificate converted pursuant to Section 2.02(i2.3 at the Effective Time. (b) and If any dividends Certificate shall have been lost, stolen, mutilated, defaced or other distributions destroyed, upon the making of an affidavit of that fact by the Stockholder claiming such holder is entitled Certificate to receive pursuant be lost, stolen, mutilated, defaced or destroyed, Buyer shall, subject to Section 2.02(c) 2.7(a), pay in exchange for such lost, stolen, mutilated, defaced or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant destroyed Certificate, the Merger Consideration with respect to the provisions shares of this Article IICapital Stock of the Company represented thereby; provided, however, that Buyer may, in its reasonable discretion and as a condition precedent to the payment thereof, require the owner of such lost, stolen, mutilated, defaced or destroyed Certificate to deliver a bond in such sum as it may reasonably require as indemnity against any claim that may be made against Buyer or BuyerSub with respect to the Certificate alleged to have been lost, stolen, mutilated, defaced or destroyed.

Exchange Procedures. As promptly as practicable after the Effective Time, but and in any event within three five business days thereafter, TopCo 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 2.01(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formhave such other provisions as Parent and the Company may agree) and (ii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for certificates or book-entries representing shares of Parent Common Stock comprising the Stock Consideration portion of the Merger Consideration and cash comprising the Cash Consideration portion of the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable to which holders of Certificates or Book-Entry Shares are entitled pursuant to Section 2.02(c) or and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(j2.02(e). Each holder Upon surrender of record of Company Common Stock shall, upon surrender a Book-Entry Share or a Certificate for cancellation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and and/or such other documents as may be reasonably be required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor (A) a certificate or book-entry representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration Stock that such holder has the right to receive pursuant to the provisions of this Article II, II after taking into account all the shares of Company Common Stock then held by such holder under all such Book-Entry Shares or Certificates so surrendered and (B) a check for the cash in lieu of any fractional TopCo Common Shares that such holder is entitled to receive pursuant to Section 2.02(ithe provisions of this Article II, including (1) and the Cash Consideration portion of the Merger Consideration, (2) any dividends or other distributions to which such holder is entitled to receive pursuant to Section 2.02(c) or and (3) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(j2.02(e), 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 which that is not registered in the transfer records of the Company, payment (x) a certificate or book-entry representing that number of whole shares of Parent Common Stock comprising the Stock Consideration portion of the Merger Consideration may and (y) a check for the proper amount of cash (1) comprising the Cash Consideration portion of the Merger Consideration, (2) comprising any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (3) in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), shall be made issued to a person other than the person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo the Exchange Agent that such Tax has been paid or is not applicable. The shares of Parent Common Stock constituting the Stock Consideration, at Parent’s option, shall be in uncertificated book-entry form unless a physical certificate is requested by a holder of shares of Company Common Stock or is otherwise required under applicable Law. Until surrendered as contemplated by this Section 2.02(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Sharessurrender, CCRs and/or cash representing the Merger Consideration that Consideration, any dividends or other distributions to which the holder of such holder has the right to receive Certificate is entitled pursuant to this Article II, Section 2.02(c) and cash in lieu of any fractional TopCo share of Parent Common Shares Stock to which such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e). No interest shall will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration or on any consideration other cash payable to holders of Certificates Company Common Stock pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable after the Effective Time, but Promptly (and in any event within three two (2) business days thereafterdays) after the Closing Date, TopCo the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder Record Holder of record of Company Common Stock Shares (other than Excluded Shares) (i) a letter of transmittal (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(f)) to the Exchange Agent and which shall otherwise Paying Agent, such letter of transmittal to be in customary form) form and to have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(f)) in exchange for the amount to which such Record Holder is entitled as a result of the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and 4.1(a). If any dividends or other distributions payable Excluded Shares cease to be Excluded Shares pursuant to Section 2.02(c4.2(a), the Surviving Corporation shall cause the Paying Agent promptly (and in any event within two (2) or Section 2.02(jbusiness days) after the date on which such Excluded Shares cease to be Excluded Shares to mail to the Record Holder of such Shares the letter of transmittal and instructions referred to in the immediately preceding sentence, with respect to such Shares. Upon delivery of such letter of transmittal by any Record Holder of Shares (other than Excluded Shares). Each holder of record of Company Common Stock shall, upon duly completed and duly executed in accordance with its instructions, and the surrender to the Exchange Paying Agent of a Certificate that immediately prior to the Effective Time represented such Shares (or affidavit of loss in lieu thereof as provided in Section 4.2(f)), the holder of such Certificate shall be entitled to receive in exchange therefor a cash amount by check or wire transfer of immediately available funds to an account designated by such holder (less any required Tax withholdings as provided in Section 4.2(h)) equal to the product of (x) the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h4.2(f)), together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c(y) or Section 2.02(j)the Per Share Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment of a check for any cash to be delivered upon compliance with the Merger Consideration procedures described above may be made issued to a person other than the person in whose name transferee if the Certificate so surrendered applicable letter of transmittal is registered if accompanied by all documents reasonably required by the Surviving Corporation to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay to evidence that any fiduciary or surety bonds or any applicable stock transfer or other similar Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo that such Tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As promptly as practicable Promptly after the Effective Time, but in any event within three business days thereafter, TopCo Parent shall cause the Exchange Agent to mail to each holder of record of Company Common a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of any RH Stock (ithe “RH Certificates”), which at the Effective Time were converted into the right to receive the applicable RH Merger Consideration pursuant to Section 2.5(a), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formincluding a substitute Form W-9) and (iiB) instructions for use in effecting the surrender of the RH Certificates in exchange for the applicable RH Merger Consideration, any cash in lieu of any fractional shares pursuant to Section 2.02(i2.5(e) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j2.6(b). Each holder Upon surrender of record RH Certificates for cancellation to Parent, together with such letter of Company Common Stock shall, upon surrender to the Exchange Agent of such Certificate transmittal (or affidavit of loss in lieu thereof as provided in accordance with Section 2.02(h2.6(f)), together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, and a Certification on Form W-9 or W-8, the holder of such other documents as may reasonably be required by the Exchange Agent, RH Certificates shall be entitled to receive in exchange therefor (A) a certificate or certificates representing that number of whole TopCo shares of Parent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock (after taking into account all RH Certificates surrendered by such holder) to which such holder has the right to receive is entitled pursuant to this Article II, cash Section 2.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested) and (B) payment in lieu of any fractional TopCo Common Shares shares which such holder is entitled to receive pursuant to Section 2.02(i2.5(e) and any dividends or other distributions such holder is entitled to receive payable pursuant to Section 2.02(c) or Section 2.02(j2.6(b), and the Certificate RH Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common any RH Stock which that is not registered in the transfer records of RH, a certificate representing the Company, payment proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person Person other than the person Person in whose name the RH Certificate so surrendered is registered registered, if such RH Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person Person other than the registered holder of such RH Certificate or establish to the reasonable satisfaction of TopCo Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b2.6(a), each RH Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the applicable RH Merger Consideration that such holder has the right (and any amounts to receive pursuant to this Article II, cash in lieu of any fractional TopCo Common Shares such holder is entitled to receive be paid pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c2.5(e) or Section 2.02(j2.6(b). No interest shall be paid or will accrue on any consideration payable to holders of Certificates pursuant to the provisions of this Article II.) upon such

Exchange Procedures. As promptly soon as reasonably practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent to shall mail to each holder of record of Company a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of INS Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary formsuch form and have such other provisions as Lucent and INS may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration, any cash in lieu . Upon surrender of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender a Certificate for cancelation to the Exchange Agent of such Certificate (or affidavit of loss in lieu thereof as provided in Section 2.02(h))Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to the holder of such Certificate shall receive in exchange therefor a certificate representing that number of whole TopCo shares of Lucent Common Shares, CCRs and/or cash representing the Merger Consideration that Stock which such holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional TopCo share of Lucent Common Shares such holder is entitled to receive pursuant to Stock in accordance with Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company INS Common Stock which is not registered in the transfer records of INS, a certificate representing the Company, payment proper number of the Merger Consideration shares of Lucent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any fiduciary or surety bonds or any transfer or other similar Taxes taxes required by reason of the payment issuance of the Merger Consideration shares of Lucent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of TopCo Lucent that such Tax tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, CCRs and/or cash representing the Merger Consideration that such holder has the right to receive pursuant to this Article II, and any cash in lieu of any fractional TopCo shares of Lucent Common Shares Stock to be issued or paid in consideration therefor upon surrender of such holder is entitled to receive pursuant to certificate in accordance with this Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j)2.02. No interest shall be paid or will accrue on any consideration cash payable to holders of Certificates pursuant to the provisions of this Article II.