Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. At or after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.

Exchange Procedures. At or Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of an record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate or shares of Company Common Stock and Company Series B Preferred Stock (the “Certificates”) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon proper delivery of the Shares (other than Excluded Shares) shall surrender Certificates to the Surviving Corporation each Exchange Agent and shall be in customary form) and (B) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Initial Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, shall be entitled to receive in exchange therefor the amount of cash into Initial Consideration which such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after the Closing a portion in respect of the proceeds shares of Company Common Stock or Company Series B Preferred Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any Initial Consideration payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock or Company Series B Preferred Stock which is not registered in the transfer records of the sale Company, the applicable Initial Consideration may be issued to a transferee if the Certificate representing such shares of certain assets as provided in Section 6.13Company Common Stock or Company Series B Preferred Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.2(a)2.2, each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyapplicable Initial Consideration.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail (or, in the case of any holder that appears at the applicable office of the Exchange Agent and so requests, to provide) to each holder of an outstanding a Certificate or (a) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon delivery of the Shares (other than Excluded Shares) shall surrender Certificates to the Surviving Corporation each Exchange Agent, and which letter shall be in customary form and have such other provisions as the Parent may reasonably specify and (b) instructions for effecting the surrender of such holder’s Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate or Certificates to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check (or affidavit or, in the case of lost certificate any holder that so requests, provides wire transfer instructions and offers to pay any reasonable cost of a wire transfer of immediately available funds) in lieu thereof the aggregate amount equal to the Merger Consideration multiplied by the number of shares of Company Common Stock formerly represented by such Certificate less any required withholding of Taxes as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)3.8. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of pursuant to the Certificatespreceding sentence. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check in the proper amount of cash for any cash to be exchanged upon due surrender of the Certificate appropriate Merger Consideration may be issued paid with respect to such Company Common Stock to such a transferee if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Surviving CorporationExchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicablepayable. No dividends or The Exchange Fund shall not be used for any purpose other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebythan as set forth in this Article III.

Exchange Procedures. At or (i) The record date for the purposes of the transactions contemplated hereby shall be the Closing Date. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of an outstanding Certificate record of a certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender certificates which immediately prior to the Surviving Corporation each Effective Time represented outstanding shares of such holder’s Certificate or Certificates Xxxxx Common Stock (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been "Certificates") converted pursuant to this Agreement plus Section 2.01(a)(iii) into the right to receive after the Closing Merger Price (x) a portion letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the proceeds Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (y) instructions for use in effecting the surrender of the sale Certificates in exchange for the Merger Price. Upon surrender of certain assets as provided a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal duly executed and completed in Section 6.13. Until surrendered as contemplated by this Section 4.2(a)accordance with its terms, each the holder of such Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after entitled to receive in exchange therefor an amount equal to the Effective Time to represent only Merger Price per share of Xxxxx Common Stock represented thereby, which such holder has the right to receive upon such surrender pursuant to the Per Share Merger Consideration provisions of this Article II (in cashaccordance with applicable law), plus and the right Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of funds to be received in the CertificatesMerger. In the event of a transfer of ownership of Shares that Xxxxx Common Stock which is not registered in the transfer records of Xxxxx, the Company, a check for any cash to be exchanged upon due surrender of the Certificate Merger Price may be issued to such a transferee if the Certificate formerly representing such Shares Xxxxx Common Stock is presented to the Surviving Corporation, Exchange Agent accompanied by all documents required to evidence and effect evidence, to the satisfaction of the Surviving Corporation, that such transfer had properly occurred and to evidence that any applicable stock transfer taxes have had been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyproperly paid.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, HQ Surviving Corporation will instruct the Exchange Agent to mail to each holder of an record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Certificate or Certificates formerly representing any shares of the Shares VANTAS Common Stock (other than Excluded Sharesshares to be canceled pursuant to Section 1(g)(ii)) (the "Certificate"), (1) a form letter of transmittal (which shall surrender specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the HQ Surviving Corporation each may reasonably specify) and (2) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such holder’s Certificate other agent or Certificates (or affidavit of lost certificate in lieu thereof agents as provided in Section 4.2(c))may be appointed by the HQ Surviving Corporation, together with a letter of transmittal, duly executed Letter executed, and such other customary documents as may be required pursuant to such instructions (collectively, the "Common Stock Transmittal Documents"), the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor its proportionate share of the amount of cash into which such holder’s Shares have been converted Merger Consideration payable pursuant to Section 1(g)(i) for each share of VANTAS Common Stock, formerly represented by such Certificate, without any interest thereon, less any required withholding of Taxes, and the Certificate so surrendered shall thereupon be canceled. In the event of a transfer of ownership of shares of VANTAS Common Stock, which is not registered in the transfer records of VANTAS, the Merger Consideration payable pursuant to Section 1(g)(i) may be issued and paid in accordance with this Agreement plus Section 3 to the right transferee of such shares if the Certificate evidencing such shares of VANTAS Common Stock is presented to receive after the Closing a portion Exchange Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the proceeds Merger Consideration must either pay any transfer or other taxes required by reason of the sale payment to a person other than the registered holder of certain assets the Certificate so surrendered or establish to the HQ Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as provided in Section 6.13promptly as practicable following surrender of a Certificate and the related Common Stock Transmittal Documents. In no event will interest be payable on the Merger Consideration. Until surrendered as contemplated by in accordance with this Section 4.2(a)3, each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share VANTAS Common Stock formerly represented by such Certificate as contemplated by Section 4.1(a)(i)Certificate. No interest will The Exchange Fund shall not be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check used for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporationpurpose other than as set forth in this Section 3. Any interest, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after income earned on the Effective Time investment of cash held in the Exchange Fund shall be paid to for the holder account of any unsurrendered Certificate with respect to the Shares represented therebyHQ Surviving Corporation.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an outstanding Certificate or Certificates share of Common Stock immediately prior to the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates formerly representing any shares of Common Stock immediately prior to the Shares Effective Time (other than Excluded Sharesthe “Certificates”) shall surrender pass, only upon proper delivery of such Certificates (or affidavits of loss in lieu thereof, together with any bond as contemplated by Section 2.7(h)) to the Paying Agent and which shall be in the form and have such other provisions as the Surviving Corporation each or Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of such holder’s the Certificates in exchange for the payment of the Merger Consideration to be made to the holder thereof pursuant to Section 2.6. Upon surrender of a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed Letter in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive promptly in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Common Stock formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as contemplated by Section 4.1(a)(i)the Paying Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. No interest will shall be paid or accrued for the benefit of holders of the shares of Common Stock or on any amount the consideration payable upon due the surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder shares of any unsurrendered Certificate with respect to the Shares represented therebyCommon Stock.

Exchange Procedures. At or Promptly (and in any event no more than three Business Days) after the Effective Time, the Surviving Corporation shall instruct the Exchange Agent to mail to each holder of an record of a certificate (or certificates) that immediately prior to the Effective Time represented outstanding Certificate or shares of Company Common Stock (the “Certificates”) (i) a form of 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 formerly representing any shall pass only upon proper delivery of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Certificates, together with such letter(s) of transmittal properly completed and duly executed, to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed Letter executed, and such other documents as may be required pursuant to such instructions, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration payable in respect of cash into which the shares of Company Common Stock represented by such holder’s Shares Certificate and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer Taxes have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13paid. Until surrendered as contemplated by this Section 4.2(a)3.2, each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Per Share Merger Consideration payable in cash, plus the right to receive after the Closing a portion respect of the proceeds shares of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyCertificate.

Exchange Procedures. At or (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Parent shall cause the Exchange Agent to mail to each person who was, immediately prior to the Effective Time, a holder of an outstanding Certificate record of one or more Old Certificates formerly representing any shares of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of Company Common Stock and who theretofore has not submitted such holder’s Old 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 Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the consideration for which such person may be entitled pursuant to Section 1.5 and this Article II. After completion of the allocation procedure set forth in Section 2.3 and upon proper surrender of an Old Certificate or Old Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))for exchange and cancellation to the Exchange Agent, together with a such properly completed letter of transmittal or Election Form, as the case may be, duly executed Letter executed, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, a New Certificate and/or a check representing the amount of cash into to which such holder’s Shares have been converted holder is entitled pursuant to Section 1.5 and this Agreement plus Article II, and the right Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued with respect to receive after the Closing a portion any property to be delivered upon surrender of the proceeds of the sale of certain assets as provided in Section 6.13Old Certificates. Until surrendered as contemplated by this Section 4.2(a)2.4, each Old Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Per Share Merger Consideration and any cash in cash, plus the right to receive after the Closing a portion lieu of the proceeds fractional shares or in respect of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate dividends or distributions as contemplated by this Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby2.4.

Exchange Procedures. At or If a holder of Company Stock surrenders to the Paying Agent a Certificate, together with a Letter of Transmittal properly completed and duly executed, and such other documents as may be reasonably requested pursuant to the Instructions, at least two (2) Business Days prior to the Closing Date and such holder is the record holder as of the Closing Date, then the Company shall use commercially reasonable efforts to cause the Paying Agent to pay to the holder of such Certificate on the Closing Date, in exchange therefor, solely from the Exchange Fund, the Merger Consideration (subject to any applicable withholding tax as specified in Section 2.07), without interest, with respect thereto, and such Certificate shall forthwith be canceled. If a holder surrenders to the Paying Agent a Certificate, together with a Letter of Transmittal properly completed and duly executed (and such other documents as may be reasonably requested pursuant to the Instructions), any time after two (2) Business Days prior to the Closing Date, and such holder is the record holder as of the Effective Time, each then the holder of an outstanding such Certificate or Certificates formerly representing shall be paid as soon as reasonably practicable following the Closing Date in exchange therefor by the Paying Agent, solely from the Exchange Fund, the Merger Consideration (subject to any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof applicable withholding tax as provided specified in Section 4.2(c)2.07), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13without interest, with respect to each such Share represented by thereto, and such Certificate as contemplated by Section 4.1(a)(i). No interest will shall forthwith be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Shares that Company Stock which is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender payment of the Certificate Merger Consideration in accordance with this Section 2.03(b) may be issued made to such transferee if a person other than the person in whose name the Certificate formerly representing so surrendered is registered if such Shares is presented to the Surviving Corporation, 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 any transfer or other taxes required by reason of the payment of the Merger Consideration to evidence that any stock transfer taxes have been paid or are not applicablea person other than the registered holder of such Certificate. No dividends or other distributions with respect to Shares with a record date after the Effective Time interest shall be paid or accrued on any Merger Consideration payable to the holder holders of any unsurrendered Certificate with respect to the Shares represented therebyCertificates or options or warrants.

Exchange Procedures. At or Promptly (and in any event no more than five business days) after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of an record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Certificate or shares of Company Common Stock (the “Certificates”) (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 formerly representing any shall pass, only upon proper delivery of the Shares (other than Excluded Shares) shall surrender Certificates to the Surviving Corporation each Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, shall be entitled to receive in exchange therefor the amount Merger Consideration payable in respect of cash into which the shares of Company Common Stock represented by such holder’s Shares Certificate and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the Merger Consideration payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13paid. Until surrendered as contemplated by this Section 4.2(a)2.2, each Certificate formerly representing Shares (other than Excluded a Certificate representing Dissenting Shares) 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 payable in cash, plus the right to receive after the Closing a portion respect of the proceeds shares of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyCertificate.

Exchange Procedures. At or As promptly as practicable after the Effective Time, the Exchange Agent will send to each record holder of 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 delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of an outstanding a Certificate, upon surrender of a Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), Exchange Agent together with a such letter of transmittal, duly executed Letter of Transmittal andexecuted, upon acceptance thereof and such other documents as may reasonably be required by the Surviving CorporationExchange Agent, shall be entitled to receive in exchange therefor a check in the amount equal to the per share cash amount of cash into the Merger Consideration (after giving effect to any required tax withholdings), which such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after pursuant to Section 1.8. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Closing a portion of the proceeds of the sale of certain assets as provided Exchange Agent may impose to effect an orderly exchange thereof in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, accordance with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)normal exchange practices. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued Merger Consideration with respect to such Company Common Stock shall be paid to such a transferee only if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Surviving CorporationExchange 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. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebypaid.

Exchange Procedures. At On or promptly after the Effective Time, SumTotal shall cause the Exchange Agent to deliver to each holder of an outstanding Certificate record of a certificate or Certificates formerly representing any of certificates (the Shares (other than Excluded Shares“Certificates”) shall surrender which immediately prior to the Surviving Corporation each Effective Time represented outstanding shares of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash Pathlore Capital Stock and which shares were converted into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing applicable consideration set forth in Section 1.7 hereof, (i) a letter of transmittal (which shall be in customary and reasonable form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable consideration set forth in Section 1.7. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefore, and SumTotal shall cause the Exchange Agent to pay, such holder’s portion of the proceeds of the sale of certain assets Merger Consideration as provided set forth in Section 6.131.7 hereof less the portion of (A) the Escrow Amount and (B) the Expense Reimbursement Amount contributed with respect to such holder, and the Certificate so surrendered shall forthwith be canceled. Until surrendered As soon as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time practicable after the Effective Time Time, and subject to and in accordance with the provisions of Article VII hereof, SumTotal shall deposit the Escrow Amount with the Escrow Agent. From the Closing and until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Pathlore Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, to represent only solely the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided applicable consideration set forth in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby1.7 hereof.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, Southwest shall instruct the Exchange Agent to mail to each holder of an outstanding record of a Certificate or Certificates formerly representing any whose shares of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been AirTran Common Stock were converted pursuant to this Agreement plus Section 2.1(c) into the right to receive after the Closing Merger Consideration a portion letter of transmittal which shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the proceeds Certificates to the Exchange Agent and (ii) provide instructions for effecting the surrender of the sale Certificates pursuant to such letter of certain assets transmittal in exchange for the Merger Consideration. Upon proper surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as provided may be required pursuant to the instructions thereto or by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) shares of Southwest Common Stock representing that number of whole shares of Southwest Common Stock that such holder has the right to receive pursuant to Section 6.132.1 in respect of the aggregate number of shares of AirTran Common Stock previously represented by such Certificate and (ii) a check representing the aggregate amount of cash that such holder has the right to receive in respect of the aggregate number of shares of AirTran Common Stock previously represented by such Certificate pursuant to Section 2.1, including cash payable in lieu of fractional shares of Southwest Common Stock pursuant to Section 2.5(e) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.5(c), and the Certificate so surrendered shall immediately be canceled. The Exchange Agent will not accept guarantee of delivery of a Certificate in lieu of actual delivery. In the event of a transfer of ownership of AirTran Common Stock that is not registered in the transfer records of AirTran, (i) shares of Southwest Common Stock representing the proper number of shares of Southwest Common Stock pursuant to Section 2.1 and (ii) a check representing the proper amount of cash pursuant to Section 2.1, including cash payable in lieu of fractional shares of Southwest Common Stock pursuant to Section 2.5(e) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.5(c), may be delivered to a transferee if the Certificate representing such AirTran Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer Taxes have been paid. Until surrendered as contemplated by this Section 4.2(a2.5(b), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time at and after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus that the holder of such Certificate has the right to receive after the Closing a portion in respect of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)Certificate. No interest will shall be paid or accrued on any amount payable upon due surrender Merger Consideration, cash in lieu of the Certificates. In the event fractional shares of a transfer of ownership of Shares that is not registered in the transfer records of the CompanySouthwest Common Stock, a check for or on any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No unpaid dividends or other distributions with respect payable to Shares with a record date after the Effective Time shall be paid to the holder holders of any unsurrendered Certificate with respect to the Shares represented therebyCertificates.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, ALHC shall instruct the Exchange Agent to mail to each holder of an outstanding Certificate or record of Certificates formerly representing any (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 Shares (other than Excluded Shares) shall surrender Certificates to the Surviving Corporation each Exchange Agent and shall be in such form and have such other provisions as ALHC may reasonably specify), and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of ALHC Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, shall be entitled to the amount receive in exchange therefor (A) certificates evidencing that number of cash into which whole shares of ALHC Common Stock that such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after the Closing a portion in accordance with Section 1.6.1 in respect of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate AUSA Shares formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented evidenced by such Certificate as contemplated by and (B) any dividends or other distributions to which such holder is entitled pursuant to Section 4.1(a)(i1.7.3, in each case without any interest thereon (the “Merger Consideration”). No interest will , and the Certificate so surrendered shall forthwith be paid or accrued on any amount payable upon due surrender of the Certificatescancelled. In the event of a transfer of ownership of AUSA Shares that is are not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender AUSA as of the Certificate Effective Time, shares of ALHC Common Stock and dividends may be issued and paid in accordance with this Article I to such a transferee if the Certificate formerly representing evidencing such AUSA Shares is presented to the Surviving CorporationExchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7.2 and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. No dividends or Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented AUSA Shares (other distributions with respect to Shares with a record date than Dissenting Shares) will be deemed from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.6.1.6, to evidence the ownership of the number of whole shares of ALHC Common Stock into which such AUSA Shares shall be paid have been converted pursuant to the holder of any unsurrendered Certificate with respect to the Shares represented therebyprovisions hereof.

Exchange Procedures. At or As soon as reasonably practicable (and no later than two Business Days) after the Effective Time, Acquiror shall instruct the Exchange Agent to mail to each holder of an record of certificates or instruments evidencing the Company Common Stock that were outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender immediately prior to the Surviving Corporation each of such holder’s Certificate or Certificates Effective Time (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))collectively, together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash “Certificates”) and which were converted into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after cash pursuant to Section 2.1(b), (i) a letter of transmittal (that shall specify that delivery shall be effected, and risk of loss and title to the Closing a portion Certificates shall pass, only upon proper delivery of the proceeds Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the sale Certificates in exchange for cash, which letter of certain assets transmittal and instructions shall be in the customary form used by Acquiror and the Exchange Agent (provided that Acquiror will provide the Company with a reasonable opportunity to review and comment thereon). Upon surrender of Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as provided may reasonably be required by the Exchange Agent (including any required Form W-9 or Form W-8), the holders of such Certificates shall be entitled to receive in exchange therefor a check in the amount of U.S. dollars that such holders have the right to receive pursuant to Section 6.132.1(b) subject to the provisions of Section 2.1(e) (regarding the continuation of vesting and repurchase rights), and the Certificates so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 4.2(a)so surrendered, each Certificate formerly representing Shares (other than Excluded Shares) shall outstanding Certificates will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive upon such surrender thereof a check in the Per Share Merger Consideration in cash, plus amount of U.S. dollars that the holders thereof have the right to receive after pursuant to Section 2.1(b) subject to the Closing a portion provisions of Section 2.1(e) (regarding the proceeds continuation of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(ivesting and repurchase rights). No interest will be paid or accrued on any amount cash payable upon due surrender to holders of the Certificates. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash in the amount of U.S. dollars that the holder thereof has the right to be exchanged upon due surrender receive pursuant to Section 2.1(b) subject to the provisions of Section 2.1(e) (regarding the Certificate continuation of vesting and repurchase rights), may be issued to such a transferee if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Surviving CorporationExchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebypaid.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Closing Time, the Surviving Corporation shall cause to be delivered, to each holder of an record of a certificate or certificates (the "Certificates") which immediately prior to the Closing Time represented outstanding Certificate or Lanacom Common Shares whose shares were exchanged for Class A Shares upon the Amalgamation and changed into Exchangeable Shares pursuant to Section 1.5, (i), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon delivery of the Shares Certificates to the Exchange Agent and shall be in such form and have such other provisions as BackWeb Parent may reasonably specify) and (other than Excluded ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Exchangeable Shares) . No certificates shall surrender to be issued by the Surviving Corporation each in respect of any Class A Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such holder’s Certificate agent or Certificates (or affidavit of lost certificate in lieu thereof agents as provided in Section 4.2(c))may be appointed by BackWeb Parent, together with a such letter of transmittal, duly completed and validly executed Letter in accordance with the instructions thereto, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor a certificate representing the amount number of cash into which whole Exchangeable Shares issued to such holder’s Shares have been converted holder pursuant to this Agreement plus Section 1.5 (subject to the right escrow provisions of Section 1.9 and Article VII) and the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to receive the Closing Time, represented Lanacom Common Shares, will be deemed from and after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a)Time, each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Per Share Merger Consideration Exchangeable Shares in cash, plus the right to receive after the Closing a portion respect of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented share (subject to the Surviving Corporation, accompanied by all documents required to evidence escrow provisions of Section 1.9 and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyArticle VII).

Exchange Procedures. At or As soon as practicable after the Merger Effective Time (and in no event later than five (5) Business Days after the Merger Effective Time), Holdco shall cause the Exchange Agent to mail to each holder of record of Shares which were converted pursuant to Section 3.02(b) into the Merger Consideration instructions for use in effecting the surrender of Book-Entry Shares in exchange for the Merger Consideration in book-entry form. Upon receipt of an outstanding Certificate or Certificates formerly representing any of “agent’s message” by the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates Exchange Agent (or affidavit such other evidence, if any, of lost certificate in lieu thereof transfer as provided in Section 4.2(c)the Exchange Agent may reasonably request), together with the holder of a duly executed Letter of Transmittal and, upon acceptance thereof by Share which was converted pursuant to Section 3.02(b) into the Surviving Corporation, Merger Consideration shall be entitled to receive in exchange therefor, subject to any required withholding Taxes, the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cashbook-entry form, plus without interest (subject to any applicable withholding Tax), for each Share surrendered. The Holdco Ordinary A Shares to be delivered as Merger Consideration shall be settled through DTC and issued in uncertificated book-entry form through the right procedures of DTC, unless a physical Holdco Ordinary A Share is required by applicable Law, in which case Holdco shall cause the Exchange Agent to receive after the Closing a portion promptly send certificates representing such Holdco Ordinary A Shares to such holder. If payment of the proceeds Merger Consideration is to be made to a person other than the person in whose name the surrendered Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (A) the person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the person requesting such payment shall have paid any transfer and other Taxes required by reason of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender payment of the Certificates. In Merger Consideration to a person other than the event registered holder of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented Book-Entry Share surrendered or shall have established to the Surviving Corporation, accompanied by all documents required to evidence and effect reasonable satisfaction of Holdco that such transfer and to evidence that any stock transfer taxes have Tax either has been paid or are is not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.

Exchange Procedures. At or As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and, if permitted by the Paying Agent, to make available for collection by hand) to each holder of an outstanding record of a Certificate or Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon proper delivery of the Shares (Certificates to the Paying Agent and which shall be in the form and have such other than Excluded Shares) shall surrender to customary provisions as Parent and the Surviving Corporation each may specify) and (ii) instructions for use in effecting the surrender of such holder’s the Certificates in exchange for the cash (pursuant to Section 2.7) to be received by the holder thereof pursuant to this Agreement. Upon surrender of a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed Letter in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive promptly in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder of a Certificate; provided, that payment by hand is permitted by the Paying Agent) within three (3) Business Days of receipt thereof, and the Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as contemplated by Section 4.1(a)(i)the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of the Holders on any amount the Merger Consideration payable upon due the surrender of the Certificates. In At the event Effective Time, the stock transfer books of a transfer the Company shall be closed, and thereafter there shall be no further registration of ownership transfers of Shares that is not registered in shares of Company Common Stock theretofore outstanding on the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is . If Certificates are presented to the Surviving CorporationCompany for transfer following the Effective Time, accompanied by all documents required they shall be canceled against delivery of the Merger Consideration. All cash paid upon conversion of shares of Company Common Stock in accordance with the terms of this Article II shall be deemed to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect in full satisfaction of all rights of the respective Holders pertaining to Shares with a record date after the Effective Time shall be paid to the holder such shares of any unsurrendered Certificate with respect to the Shares represented therebyCompany Common Stock.

Exchange Procedures. At or after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall Upon surrender to the Surviving Corporation each Paying Agent for cancellation of such holder’s Certificate or Certificates (or affidavit of lost a certificate in lieu thereof as provided in Section 4.2(c))which immediately prior to the Effective Time represented Common Shares, together with a duly executed Letter letter of Transmittal andtransmittal and such other customary documents as may be required by the instructions to the letter of transmittal (collectively, upon the "Certificate") and acceptance thereof by the Surviving CorporationPaying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of Common Shares previously represented by such holder’s Shares Certificate shall have been converted pursuant to this Agreement plus Section 1.9.1. The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the right Paying Agent may impose to receive after effect an orderly exchange thereof in accordance with normal exchange practices. If the Closing a Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the proceeds Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the sale payment of certain assets such consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as provided in Section 6.13hereinabove provided. Until surrendered as contemplated by this Section 4.2(a)1.10.2, each Certificate formerly representing Common Shares (other than Excluded Shares) a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.2), 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 in cashConsideration, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No without any interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebythereon.

Exchange Procedures. At or Promptly after the Effective Time, Buyer shall cause the Exchange Agent to mail to each holder of an record of a certificate which immediately prior to the Effective Time represented outstanding Certificate shares of Company Common Stock or Certificates formerly representing any Company Preferred Stock (each, a “Certificate”) (i) a letter of transmittal in customary form and (ii) instructions for effecting the surrender of the Shares (other than Excluded Shares) shall Certificates in exchange for the applicable Merger Consideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Exchange Agent, together with a such letter of transmittal, duly executed Letter completed and executed, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount of cash into which applicable Merger Consideration that such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after pursuant to the Closing provisions of this Article II, and the Certificate so surrendered shall immediately be cancelled. In the event of a portion transfer of ownership of Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the proceeds Company, the applicable Merger Consideration may be delivered to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer (in form and substance reasonably satisfactory to Buyer) and by evidence satisfactory to Buyer that all applicable stock transfer taxes that may be payable in connection with the issuance of shares of Buyer Common Stock in any name other than the name of the sale registered holder of certain assets as provided in Section 6.13the Certificates surrendered have been paid. Until surrendered as contemplated by this Section 4.2(a)2.2, each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share applicable Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by this Section 4.1(a)(i)2.2. No interest will be paid For purposes of this Agreement, the term “Person” means any natural person, company, corporation, limited liability company, general partnership, limited partnership, trust, proprietorship, joint venture, business organization or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyGovernmental Entity.

Exchange Procedures. At or As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of an outstanding record of a Certificate or Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon proper delivery of the Shares (Certificates to the Paying Agent and which shall be in the form and have such other than Excluded Shares) shall surrender to customary provisions as Parent and the Surviving Corporation each may specify) and (ii) instructions for use in effecting the surrender of such holder’s the Certificates in exchange for the cash (pursuant to Section 2.7) to be received by the holder thereof pursuant to this Agreement. Upon surrender of a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed Letter in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive promptly in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock formerly represented by such Certificate, to be mailed within three (3) Business Days of receipt thereof, and the Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as contemplated by Section 4.1(a)(i)the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates on any amount the Merger Consideration payable upon due the surrender of the Certificates. In At the event Effective Time, the stock transfer books of a transfer the Company shall be closed and thereafter, there shall be no further registration of ownership transfers of Shares that is not registered in shares of Company Common Stock theretofore outstanding on the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is . If Certificates are presented to the Surviving CorporationCompany for transfer following the Effective Time, accompanied by all documents required they shall be canceled against delivery of the Merger Consideration. All cash paid upon conversion of shares of Company Common Stock in accordance with the terms of this Article II shall be deemed to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect in full satisfaction of all rights pertaining to Shares with a record date after the Effective Time shall be paid to the holder such shares of any unsurrendered Certificate with respect to the Shares represented therebyCompany Common Stock.

Exchange Procedures. At or (a) As soon as reasonably practicable after the Effective Time, Purchaser shall cause the Paying Agent to mail (or in the case of The Depository Trust Company on behalf of “street” holders, deliver) to each holder of an outstanding record of a Company Certificate or (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates formerly representing any shall pass, only upon delivery of the Shares (other than Excluded Shares) shall surrender Company Certificates to the Surviving Corporation each Paying Agent, and which letter shall be in customary form and have such other provisions as are reasonably satisfactory to both Company and Purchaser and (ii) instructions for effecting the surrender of such holder’s Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), to the Paying Agent together with a such letter of transmittal, duly executed Letter of Transmittal andand completed in accordance with the instructions thereto, upon acceptance thereof and such other documents as may reasonably be required by the Surviving CorporationPaying Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor, and Purchaser shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable, the cash amount equal to (x) the number of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion shares of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock represented by such Company Certificate as contemplated multiplied by Section 4.1(a)(i)(y) the Merger Consideration. No interest will be paid or accrued will accrue on any amount payable upon due surrender of the CertificatesMerger Consideration. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender in the amount of the Certificate aggregate Merger Consideration that such holder has the right to receive pursuant to Section 1.8 may be issued and paid with respect to such Company Common Stock to such a transferee if the Company Certificate formerly representing such Shares shares of Company Common Stock is presented to the Surviving Corporation, Paying 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. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebypaid.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate certificate or Certificates formerly representing any certificates which prior thereto represented shares of CCI Common Stock (and the Shares (other than Excluded Sharesassociated Rights) shall shall, upon surrender to the Surviving Corporation each Paying Agent of such holder’s Certificate certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon certificates and acceptance thereof by the Surviving CorporationPaying Agent, be entitled to the amount of cash into which the number of shares of CCI Common Stock (and the associated Rights) previously represented by such holder’s Shares certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time there shall be no further transfer on the records of CCI or its transfer agent of certificates representing shares of CCI Common Stock (and the associated Rights) which have been converted pursuant to this Agreement plus into the right to receive after the Closing a portion cash, and if such certificates are presented to CCI for transfer, they shall be cancelled against delivery of cash. If payment of the proceeds Merger Consideration is to be remitted to a Person other than the Person in whose name the certificate for CCI Common Stock surrendered for payment is registered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed, with signature guaranteed by a firm which is an "eligible guarantor institution" (as defined in Rule 17Ad-15 under the Exchange Act, as defined below), or otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer or other taxes required by reason of the sale payment of certain assets as provided in Section 6.13the Merger Consideration to a Person other than the registered holder of the certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 4.2(a)2.2, each Certificate formerly representing Shares (other than Excluded Shares) certificate for shares of CCI Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as contemplated by Section 1.8. Except as provided in Section 6.131.8(b), with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No no interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyas Merger Consideration.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of an outstanding Certificate record of a certificate or Certificates formerly representing any certificates or evidence of the Shares (other than Excluded Shares) shall surrender shares held in book-entry form which immediately prior to the Surviving Corporation each Effective Time represented outstanding shares of such holder’s Certificate or Certificates Seller Common Stock (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been “Certificates”) whose shares were converted pursuant to this Agreement plus Section 3.1(c) into the right to receive after the Closing Merger Consideration (i) a portion letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the proceeds Certificates to the Paying Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for effecting the surrender of the sale Certificates in exchange for the Merger Consideration. Upon surrender of certain assets a Certificate for cancellation to the Paying Agent or to such other agent or agents as provided may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in Section 6.13exchange therefor cash equal to the Merger Consideration payable in respect of the shares of Seller Common Stock previously represented by such Certificate, and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Seller Common Stock which is not registered in the transfer records of the Seller, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.2(a)3.3, each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)Consideration. No interest will shall be paid or accrued accrue on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyCertificate.

Exchange Procedures. At or (a) As soon as practicable after the Effective Time, Legacy shall mail to each holder WPC Stockholder a letter of an transmittal and instructions for use in effecting the surrender of certificates representing shares of WPC Common Stock outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender immediately prior to the Surviving Corporation each Effective Time (the "Certificates") in appropriate and customary form with such provisions as the board of such holder’s directors of Legacy after the Merger may reasonably specify. Upon surrender of a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))for cancellation to Legacy, together with a such letter of transmittal, duly executed Letter and properly executed, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of shares of Legacy Common Stock as is equal to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion product of the proceeds number of shares of WPC Common Stock represented by the sale of certain assets as provided in Section 6.13certificate multiplied by the Conversion Amount, together with any dividends and other distributions payable hereof, and the Certificate so surrendered shall be canceled. Until surrendered as contemplated by this Section 4.2(a)1.04, each Certificate formerly representing Shares (other than Excluded Shares) 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 the Per Share Merger Consideration in cashCertificate, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate Legacy Common Stock as contemplated by this Section 4.1(a)(i)1.04, and the holders thereof shall have no rights whatsoever as stockholders of Legacy. No interest will Shares of Legacy Common Stock issued in the Merger shall be paid or accrued on any amount payable upon due surrender issued, and be deemed to be outstanding, as of the CertificatesEffective Time. In Legacy shall cause all such shares of Legacy Common Stock issued pursuant to the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash Merger to be exchanged upon due surrender of the Certificate may be issued duly authorized, validly issued, fully paid and non-assessable and not subject to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebypreemptive rights.

Exchange Procedures. At or As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of an outstanding record of a Certificate or Certificates formerly representing any whose shares of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash Company Common Stock were converted into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a applicable portion of the proceeds Closing 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 delivery of the sale Certificates to the Exchange Agent and such transmittal letter shall be in customary form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable portion of certain assets the Closing Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as provided may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in Section 6.13exchange therefor a check for the applicable portion of the Closing Merger Consideration pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a check for the applicable portion of the Closing Merger Consideration may be issued to a person other than the person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer. Until surrendered as contemplated by this Section 4.2(a2.01(b), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a applicable portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyClosing Merger Consideration.

Exchange Procedures. At or (a) The Surviving Corporation shall designate its transfer agent to act as the "Exchange Agent" under this Plan. As soon as is practicable after the Effective TimeDate, the Exchange Agent shall mail or deliver, to each record holder of an outstanding Certificate or Certificates formerly certificate that immediately before the Effective Date represented shares of CTC Common Stock, instructions for use in effecting the surrender of such certificate to the Exchange Agent. Upon the surrender of such certificate to the Exchange Agent in accordance with such instructions, the Exchange Agent shall exchange such certificate for a new certificate representing any such number of the Shares (other than Excluded Shares) shall surrender to shares of the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash Common Stock into which the shares of CTC Common Stock represented by such holder’s Shares certificate have been converted pursuant in accordance with this Agreement, which shall be promptly delivered to this Agreement plus the right holder thereof (or in accordance with instructions provided by the holder thereof). In addition, upon the surrender by NCO of each outstanding certificate that immediately before the Effective Date represented shares of Portfolio Common Stock to receive after the Closing Exchange Agent, the Exchange Agent shall exchange such certificate(s) for a portion new certificate(s) representing such number of shares of the proceeds Surviving Corporation Common Stock into which the shares of the sale of certain assets as provided Portfolio Common Stock represented by such certificate(s) have been converted in Section 6.13accordance with this Agreement, which shall be promptly delivered to NCO. Until surrendered as contemplated by this Section 4.2(a)in accordance with the foregoing, each Certificate formerly representing Shares (other than Excluded Shares) outstanding certificate that immediately before the Effective Date represented shares of CTC Common Stock or Portfolio Common Stock, as the case may be, 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 in cash, plus the right to receive after the Closing a portion evidence ownership of the proceeds number of shares of Surviving Corporation Common Stock into which the sale shares of certain assets CTC Common Stock or Portfolio Common Stock, as provided in Section 6.13the case may be, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes certificate(s) have been paid or are not applicable. No dividends or other distributions converted in accordance with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebythis Agreement.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an outstanding Certificate or Certificates share of Common Stock immediately prior to the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates formerly representing any shares of Common Stock immediately prior to the Shares Effective Time (other than Excluded Sharesthe “Certificates”) shall surrender pass, only upon proper delivery of such Certificates to the Paying Agent and which shall be in the form and have such other provisions as the Surviving Corporation each or Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of such holder’s the Certificates in exchange for the payment of the Merger Consideration to be made to the holder thereof pursuant to Section 2.6. Upon surrender of a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed Letter in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive promptly in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Common Stock formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as contemplated by Section 4.1(a)(i)the Paying Agent may impose to affect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the shares of Common Stock or on any amount the consideration payable upon due the surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder shares of any unsurrendered Certificate with respect to the Shares represented therebyCommon Stock.

Exchange Procedures. At or Promptly (and in any event within ten Business Days) after the Effective Time, the Buyer shall cause the Exchange Agent to mail to each holder of an record of a certificate, which, immediately prior to the Effective Time, represented outstanding Certificate or Certificates formerly representing any shares of Company Common Stock (each, a “Certificate”) (i) a letter of transmittal in customary form and (ii) instructions for effecting the surrender of the Shares (other than Excluded Shares) Certificates in exchange for the Merger Consideration payable with respect thereto, provided that the Buyer shall assist the Company in developing arrangements for the delivery of such materials at Closing to significant shareholders of the Company to facilitate the payment of Merger Consideration to such shareholders immediately following the Effective Time. Upon surrender of a Certificate for cancellation to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Exchange Agent, together with a such letter of transmittal, properly completed and duly executed Letter executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled paid promptly in exchange therefor cash in an amount equal to the amount of cash into which Merger Consideration that such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after pursuant to the Closing provisions of this Article II, and the Certificate so surrendered shall immediately be cancelled. No interest will be paid or accrued on any Merger Consideration payable to the holders of Certificates. In the event of a portion transfer of ownership of Company Common Stock that is not registered in the transfer records of the proceeds of Company, the sale of certain assets as provided Merger Consideration may be paid to a person other than the person in Section 6.13whose name the Certificate so surrendered is registered, if such Certificate is properly endorsed or otherwise in proper form for transfer and delivered to the Exchange Agent with all documents required to evidence and effect such transfer and evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.2(a)2.2, each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by this Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby2.2.

Exchange Procedures. At or As soon as reasonably practicable after the Effective TimeTime but in any event not later than five Business Days thereafter, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of an record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded the “Certificates”) and each holder of record of Uncertificated Shares) shall surrender to the Surviving Corporation , in each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash case whose Shares were converted into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing Transaction Consideration pursuant to Section 2.1(b)(i): (i) a portion letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or the Uncertificated Shares shall pass, only upon delivery of the proceeds Certificates or the transfer of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Uncertificated Shares (other than Excluded Shares) to the Exchange Agent and shall be deemed at any time after in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for use in surrendering the Effective Time to represent only Certificates or transfer of the Uncertificated Shares in exchange for the Transaction Consideration. Each holder of record of Shares that have been converted into the right to receive upon such surrender the Per Share Merger Transaction Consideration will be entitled to receive the Transaction Consideration in cash, plus the right to receive after the Closing a portion respect of the proceeds Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), in the case of a book-entry transfer of Uncertificated Shares. Upon payment of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented Transaction Consideration pursuant to the Surviving Corporationprovisions of this ARTICLE 2, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid each Certificate or are not applicable. No dividends Uncertificated Share so surrendered or other distributions with respect to Shares with a record date after the Effective Time shall transferred will forthwith be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebycanceled.

Exchange Procedures. At or As soon as reasonably practical after the Effective Time, LLIT shall mail (or cause to be mailed) to each holder of an outstanding record of Newegg Shares: (i) a letter of transmittal (which shall be in such form and have such provisions as LLIT and Newegg mutually and reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon proper surrender of a Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender Book-Entry Share for exchange and cancellation to the Surviving Corporation each of LLIT or to such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof agents as provided in Section 4.2(c))may be appointed by LLIT, together with a such letter of transmittal, duly executed Letter executed, and any other documents as may be reasonably required, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Newegg Shares shall be entitled to receive in exchange therefor the amount of cash into LLIT Exchange Shares together with the Cash Payment, if applicable, to which such holder’s holder is entitled to under Section 1.6(b), and the Newegg Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13formerly represented by such Certificate or Book-Entry Shares shall forthwith be canceled. Until surrendered as contemplated by this Section 4.2(a)1.7, (x) each Certificate formerly representing Shares (other than Excluded Shares) or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate LLIT Exchange Shares as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on 1.6(b) and (y) a holder of Newegg Shares shall not receive any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with in respect to of any such corresponding LLIT Exchange Shares which they may otherwise be entitled to; provided that once the Newegg Shares are properly surrendered, the holder shall receive, without interest, any dividends or distributions with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate Closing Date and payable with respect to the Shares represented therebysuch LLIT Exchange Shares, if any, they are entitled to receive.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an outstanding Certificate or Certificates share of Company Common Stock immediately prior to the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates formerly representing any shares of Company Common Stock immediately prior to the Shares Effective Time (other than Excluded Sharesthe "Certificates") shall surrender pass, only upon proper delivery of such Certificates to the Paying Agent and which shall be in the form and shall have such other provisions as the Surviving Corporation each or Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of such holder’s the Certificates in exchange for the payment of the Merger Consideration to be made to the holder thereof pursuant to Section 2.01. Upon surrender of a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed Letter in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive promptly in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as contemplated by Section 4.1(a)(i)the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the shares of Company Common Stock or on any amount the consideration payable upon due the surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder shares of any unsurrendered Certificate with respect to the Shares represented therebyCompany Common Stock.

Exchange Procedures. At or As soon as practicable after the Effective Time, each holder of an outstanding Certificate certificate or Certificates formerly representing any of the certificates which prior thereto represented Shares (other than Excluded Shares) shall shall, upon surrender to the Surviving Corporation each Exchange Agent of such holder’s Certificate certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon certificates and acceptance thereof by the Surviving CorporationExchange Agent, be entitled to a certificate representing that number of whole shares G:\LEGAL\AGREEMNT\MERGER\PIONEER.4TH 3 of Conseco Common Stock (and cash in lieu of fractional shares of Conseco Common Stock as contemplated by this Section 1.10) which the amount aggregate number of cash into which Shares previously represented by such holder’s Shares certificate or certificates surrendered shall have been converted pursuant to this Agreement plus into the right to receive after pursuant to Section 1.9(a) of this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Closing Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the consideration to be paid in the Merger (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate representing Shares surrendered in exchange therefor is registered, it shall be a portion condition to such exchange that the certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the proceeds payment of such consideration to a person other than the registered holder of the sale certificate surrendered, or shall establish to the satisfaction of certain assets the Exchange Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing Shares and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration as provided in Section 6.13hereinabove provided. Until surrendered as contemplated by this Section 4.2(a1.10(b), each Certificate formerly certificate representing Shares (other than Excluded Shares) certificates representing Shares to be canceled in accordance with Section 1.9(b)), 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, payable with respect to each such Share represented by such Certificate Shares, without any interest thereon, as contemplated by Section 4.1(a)(i)1.9. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyas Merger Consideration.

Exchange Procedures. At Concurrently with the mailing of the Proxy Statement, Parent shall cause the Exchange Agent to mail to each holder of record of a certificate or after certificates which, immediately prior to the First Effective Time, represented outstanding shares of the Company (each, a “Certificate” and, collectively, the “Certificates”) and to each holder of an record of a non-certificated outstanding Certificate share of Company Common Stock represented by book entry or held electronically via CREST (each, a “Book Entry Share” and, collectively, the “Book Entry Shares”), (A) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates formerly representing any shall pass, only upon delivery of the Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) in a form reasonably acceptable to Parent and the Company, and (B) instructions for use in effecting the surrender of the Certificates and Book Entry Shares, as applicable, in exchange for payment and issuance of the Aggregate Transaction Consideration therefor. Upon surrender of Certificates or Book Entry Shares (other than Excluded Sharesas applicable) shall surrender for cancellation to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Exchange Agent, together with a such letter of transmittal, duly completed and validly executed Letter of Transmittal andin accordance with the instructions thereto, upon acceptance thereof and such other documents as may reasonably be required by the Surviving CorporationExchange Agent, the holder of such Certificates or Book Entry Shares (as applicable), from and after the First Effective Time, shall be entitled to the amount receive in exchange therefor that number of cash shares of Parent Class A Common Stock into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion shares of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock represented by such Certificate holder’s properly surrendered Certificates or Book Entry Shares (as contemplated by Section 4.1(a)(i)applicable) are being converted, and the Certificates or Book Entry Shares (as applicable) so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on any amount payable upon due surrender shall accrue for the benefit of holders of the Certificates. In Certificates or Book Entry Shares on the event of a transfer of ownership of Shares that is not registered Aggregate Transaction Consideration payable in the transfer records respect of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid Certificates or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyBook Entry Shares.

Exchange Procedures. At or Subject to Folsom Lake Bank’s timely delivery of all information necessary therefor, within a reasonable period of time (but not more than 10 Business Days) after the Effective TimeClosing, CVCY shall cause to be mailed to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented Table of Contents outstanding shares of Folsom Lake Bank Common Stock (each a “Shareholder” and collectively, the “Shareholders”), it being understood that any reference herein to "Certificate" shall be deemed, as appropriate, to include reference to book-entry account statements relating to the shares of Folsom Lake Bank Common Stock, and it being further understood that provisions herein relating to Certificates shall be interpreted in a manner that appropriately accounts for book-entry shares, including that in lieu of a Certificate and letter of transmittal as specified herein, shares held in book-entry form may be transferred by means of an outstanding Certificate or Certificates formerly representing any "agents message" to the Exchange Agent, (i) a letter of transmittal form (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Shares (other than Excluded Shares) shall surrender Certificates in exchange for the Merger Consideration payable in exchange therefor. Following the Effective Time and delivery to the Surviving Corporation each Exchange Agent of such holder’s Certificate or Certificates (or affidavit a duly completed and validly executed Letter of lost certificate in lieu thereof as provided in Section 4.2(c))Transmittal, together with surrender of a duly executed Letter of Transmittal andCertificate (or Certificates) for cancellation, upon acceptance thereof by the Surviving Corporation, each Shareholder shall be entitled to receive in exchange therefor the amount of cash into Merger Consideration to which such holder’s Shares have been converted Shareholder is entitled pursuant to Section 2.3(a) at the times set forth in this Agreement plus Article II and the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until Certificate(s) so surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented canceled. Certificates shall be appropriately endorsed or accompanied by such Certificate instruments of transfer as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate Central Valley Community Bank may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyreasonably require.

Exchange Procedures. At or Promptly after the Effective TimeTime (and in any event within two (2) business days), the Surviving Corporation shall cause the Paying Agent to mail to each holder of an outstanding Certificate or record of Shares (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon delivery of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit affidavits of lost certificate loss in lieu thereof as provided in Section 4.2(c4.2(e)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled ) to the amount Paying Agent, such letter of cash into which transmittal to be in such holder’s Shares form and have been converted pursuant to this Agreement plus such other provisions as Parent and the right to receive after Company may reasonably agree, and (ii) instructions for use in effecting the Closing a portion surrender of the proceeds Certificates (or affidavits of the sale of certain assets loss in lieu thereof as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a4.2(e), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in exchange for the Per Share Merger Consideration Consideration. Upon surrender of a Certificate (or affidavit of loss in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets lieu thereof as provided in Section 6.134.2(e)) to the Paying Agent in accordance with the terms of such letter of transmittal, with respect duly executed, the holder of such Certificate shall be entitled to each such Share receive in exchange therefor a cash amount in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 4.2(g)) equal to (x) the number of Shares represented by such Certificate (or affidavit of loss in lieu thereof as contemplated provided in Section 4.2(e)) multiplied by Section 4.1(a)(i)(y) the Per Share Merger Consideration, and such Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving CorporationPaying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect , the Paying Agent shall deliver to Shares with a record date after the Effective Time shall such transferee an amount of cash in immediately available funds to be paid to the holder exchanged upon due surrender of any unsurrendered Certificate with respect to the Shares represented therebysuch Certificate.

Exchange Procedures. At or Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of an outstanding Certificate or Certificates formerly representing any of the Shares record (other than Excluded Sharesthe Company or any of its Subsidiaries or Parent, Purchaser or any other subsidiary of Parent) shall surrender of a certificate or certificates that, immediately prior to the Surviving Corporation each Effective Time, evidenced outstanding Shares (the "CERTIFICATES") (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent and the Company may reasonably agree and (ii) instructions for effecting the surrender of such holder’s Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), to the Exchange Agent together with a such letter of transmittal, duly executed Letter and completed in accordance with the instructions thereto, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Common Stock formerly represented by such Certificate as contemplated by Section 4.1(a)(i)and such Certificate shall then be canceled. No interest will be paid or accrued will accrue for the benefit of holders of the Certificates on any amount the Merger Consideration payable upon due the surrender of the Certificates. In the event of a transfer of ownership of Shares that Common Stock which is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender payment of the Certificate Merger Consideration may be issued made with respect to such Common Stock to such a transferee if the Certificate formerly representing such Shares shares of Common Stock is presented to the Surviving CorporationExchange 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. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebypaid.

Exchange Procedures. At As soon as reasonably practicable after the Effective Time (and in any event within ten (10) days), Acquiror shall cause the Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates or other instruments, including uncertificated shares as represented on the books of Company, evidencing Company Common Stock and Company Stock Options (excluding Assumed Options) that were outstanding immediately prior to the Effective Time (the “Certificates”), and which were converted into the right to receive cash pursuant to Section 2.1(a) and Section 2.1(b): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Acquiror and the Exchange Agent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Per Share Merger Consideration payable upon surrender of said Certificates. Subject to Section 2.2(h), upon surrender of Certificates to the Exchange Agent for cancellation or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent (including any required Form W-8 or W-9), the holders of such Certificates shall be entitled to receive in exchange therefor a check in the amount of U.S. dollars that the holders thereof have the right to receive pursuant to Section 2.1(a) and Section 2.1(b) subject to the provisions of Section 2.1(g) (regarding the continuation of vesting and repurchase rights), and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender for all corporate purposes, to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender thereof a check in the Per Share Merger Consideration in cash, plus amount of U.S. dollars that the holders thereof have the right to receive after pursuant to Section 2.1(a) and Section 2.1(b) subject to the Closing a portion provisions of Section 2.1(g) (regarding the proceeds continuation of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(ivesting and repurchase rights). No interest will be paid or accrued on any amount cash payable upon due surrender to holders of the Certificates. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash in the amount of U.S. dollars that the holder thereof has the right to be exchanged upon due surrender receive pursuant to Section 2.1(a) and Section 2.1(b) subject to the provisions of Section 2.1(g) (regarding the Certificate continuation of vesting and repurchase rights) may be issued to such a transferee if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Surviving CorporationExchange Agent, accompanied by all documents required to evidence and effect such transfer (including, if requested by Acquiror or the Exchange Agent, a medallion guarantee) and to by evidence that any applicable stock transfer taxes Taxes (as defined in Section 3.15(a)) have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebypayable.

Exchange Procedures. At or Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of an outstanding Certificate record of a certificate or Certificates formerly representing any certificates (the "Certificates") that represented as of the Shares Effective Time outstanding shares of Company Stock to be exchanged pursuant to Section 1.6(a) and (other than Excluded Shares) b), a letter of transmittal (which shall surrender specify that delivery shall be effected, and risk of loss and title to the Surviving Corporation each Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such holder’s form and have such other provisions as Parent may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))to the Exchange Agent, together with a such letter of transmittal, duly completed and validly executed Letter in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor a certificate representing the amount number of cash into which such holder’s Shares have been converted pursuant whole shares of Parent Common Stock, after giving effect to this Agreement plus any required (as defined herein) Tax withholdings, and the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at At any time following six (6) months after the Effective Time Time, all or any number of shares of Parent Common Stock deposited with or made available to represent only the right Exchange Agent pursuant to receive upon such surrender Section 1.12(b), which remain undistributed to the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion holders of the proceeds Certificates representing shares of the sale Company Stock, shall be delivered to Parent upon demand, and thereafter such holders of certain assets unexchanged shares of Company Stock shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar laws) only as provided in Section 6.13, general creditors thereof with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable the shares of Parent Common Stock for payment upon due surrender of the their Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.

Exchange Procedures. At or Promptly after the Effective Time, Parent shall instruct the Exchange Agent to mail to each holder of an record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate or shares of Company Common Stock (the "Certificates") (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon proper delivery of the Shares (other than Excluded Shares) shall surrender Certificates to the Surviving Corporation each Exchange Agent) and (B) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, shall be entitled to receive in exchange therefor the amount of cash into Merger Consideration which such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after the Closing a portion in respect of the proceeds shares of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the sale Company, the Merger Consideration may be issued to a transferee if the Certificate representing such shares of certain assets as provided in Section 6.13Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.2(a)2.2, each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebysurrender.

Exchange Procedures. At or Kellwood shall instruct the Exchange Agent, as soon as practicable after the Effective Time, to mail to each record holder of an a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate or shares of Company Common Stock converted in the Merger (the "CERTIFICATES") a letter of transmittal (the "LETTER OF TRANSMITTAL"). The Letter of Transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon actual delivery of the Shares (other than Excluded Shares) shall surrender Certificates to the Surviving Corporation each Exchange Agent, and shall contain instructions for use in effecting the surrender of such holder’s Certificate or the Certificates (or affidavit in exchange for certificates representing shares of lost certificate Kellwood Common Stock and cash in lieu thereof of fractional shares. The Letter of Transmittal shall also authorize the Escrow Agreement and the appointment of the Stockholders Representative. Such Stockholders' Representative shall be the agent and attorney-in-fact for such stockholder with full power and authority to authorize the payment of indemnification and settlement of claims as provided in Section 4.2(c))contemplated by Article X hereof. Upon surrender for cancellation to the Exchange Agent of all Certificates held by any record holder of a Certificate, together with a duly executed Letter of Transmittal andTransmittal, upon acceptance thereof by the Surviving Corporation, holder of such Certificate shall be entitled to the amount receive in exchange therefor a certificate representing that number of cash whole shares of Kellwood Common Stock into which such holder’s Shares the shares represented by the surrendered Certificate shall have been converted at the Effective Time less the shares to be delivered to the Escrow Agent pursuant to this Agreement plus the right to receive after the Closing a portion Article I, cash in lieu of the proceeds of the sale of any fractional share in accordance with Section 1.7 and certain assets as provided dividends and other distributions in Section 6.13. Until surrendered as contemplated by accordance with this Section 4.2(a)1.6, each and any Certificate formerly representing Shares (other than Excluded Shares) so surrendered shall forthwith be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebycancelled.

Exchange Procedures. At or Promptly after the Effective Time, Acquiror and the Surviving Corporation shall cause to be mailed to each holder of an record of a certificate or certificates (a “Certificate” and collectively, the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Target Capital Stock, whose shares were converted into the right to receive the Net Merger Consideration pursuant to Section 2.6, (i) letters of transmittal substantially in the forms attached hereto as Exhibit K with respect to Target Preferred Stockholders and Exhibit K-1 with respect to Target Common Stockholders, (ii) such other customary documents as may be required pursuant to such letter of transmittal and (iii) instructions for use in effecting the surrender of Certificates in exchange for Net Merger Consideration (collectively, the “Transmittal Documents”). Upon surrender of a Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender for cancellation to the Surviving Corporation each of or such holder’s Certificate other agent or Certificates (or affidavit of lost certificate in lieu thereof agents as provided in Section 4.2(c))may be appointed by Acquiror, together with a such Transmittal Documents, duly completed and validly executed Letter in accordance with the instructions thereto, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Net Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share the shares of Target Capital Stock represented by such Certificate as contemplated by determined pursuant to Section 4.1(a)(i)2.6 and the Certificate so surrendered shall forthwith be canceled. No interest Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Target Capital Stock will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence deemed from and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time Time, to evidence the right to receive the portion of the Net Merger Consideration which shall be paid to the holder issued for such shares of any unsurrendered Certificate with respect to the Shares represented therebyTarget Capital Stock.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, AGT will instruct the Exchange Agent to mail to each holder of an record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Certificate or Shares (the "Certificates"), other than Dissenting Shares, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon proper delivery of the Shares (other than Excluded Shares) shall surrender Certificates to the Surviving Corporation each Exchange Agent and shall be in such form and have such other provisions as AGT may reasonably specify) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of AGT Common Stock and cash. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, shall be entitled to receive in exchange therefor the amount Merger Consideration, multiplied by the number of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented evidenced by such Certificate, and the Certificate as contemplated by Section 4.1(a)(i). No interest will so surrendered shall forthwith be paid or accrued on any amount payable upon due surrender of the Certificatescancelled. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a check for any shares of AGT Common Stock and cash to be exchanged upon due surrender of the Certificate may be issued and paid in accordance with this Article 2 to such a transferee if the Certificate formerly representing evidencing such Shares is presented to the Surviving CorporationExchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. No dividends or other distributions with respect to Shares with a record date Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time shall be paid to evidence only the holder right to receive upon such surrender the Merger Consideration, multiplied by the number of any unsurrendered Certificate with respect to the Shares represented therebypreviously evidenced by such Certificate.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of an outstanding Certificate record of a certificate or Certificates formerly representing any certificates (the "Certificates") which represented shares of the Shares (other than Excluded Shares) shall surrender KeySpan Common Stock immediately prior to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash Effective Time and whose shares were converted into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing Merger Consideration pursuant to Section 2.1: (i) a portion letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the KeySpan Certificates shall pass, only upon delivery of the proceeds KeySpan Certificates to the Exchange Agent, and which letter shall be in such form and have such other provisions as KeySpan may reasonably specify prior to the Effective Time and (ii) instructions for use in effecting the surrender of the sale KeySpan Certificates in exchange for the Merger Consideration to which such holder is entitled pursuant to Section 2.1. Upon surrender of certain assets a KeySpan Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, completed in accordance with the instructions thereto, and such other documents as provided the Exchange Agent may reasonably require, the holder of such KeySpan Certificate shall be entitled to receive in exchange therefor the aggregate Merger Consideration which such holder has the right to receive pursuant to Section 6.132.1 (after taking into account all shares of KeySpan Common Stock surrendered by such holder) and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 4.2(a)so surrendered, each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time will represent, from and after the Effective Time to represent Time, only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate cash as contemplated by Section 4.1(a)(i)this Article II. No interest will shall accrue or be paid or accrued on any amount the amounts payable pursuant to this Article II upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyCertificate.

Exchange Procedures. At As soon as practicable, but in any event no later than five (5) business days after the Closing Date, the Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, whose shares were converted into the right to receive the Per Share Cash Consideration pursuant to Section 1.5: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Exchange Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates (including a means of hand-delivery) in exchange for the Per Share Cash Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of record of such Certificates shall be entitled to receive in exchange therefor the Per Share Cash Consideration in respect of each share of Company Common Stock represented thereby, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any for all corporate purposes, to evidence the ownership of the Shares (other than Excluded Shares) Per Share Cash Consideration into which such shares of Company Common Stock shall surrender to have been so converted. Notwithstanding the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))foregoing, together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant Merger Consideration payable from the Exchange Fund to this Agreement plus the right each person that as of immediately prior to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time was a holder of Company Common Stock, and to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to which each such Share represented person shall be entitled upon surrender of such person's Certificate(s), shall be reduced by such Certificate person's Pro Rata Portion (as contemplated by Section 4.1(a)(idefined below). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of an outstanding a Certificate or (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon delivery of the Shares (other than Excluded Shares) shall surrender Certificates to the Surviving Corporation each Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of such holder’s Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate or Certificates to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the aggregate amount equal to (or affidavit A) the Merger Consideration multiplied by the number of lost certificate shares of SJW Common Stock formerly represented by such Certificate and (B) any dividends payable in lieu thereof accordance with Section 2.3 less any required withholding of taxes as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)2.8. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of pursuant to the Certificatespreceding sentence. In the event of a transfer of ownership of Shares that SJW Common Stock which is not registered in the transfer records of the CompanySJW, a check in the proper amount of cash for the appropriate Merger Consideration and any cash to be exchanged upon due surrender of the Certificate dividends payable in accordance with Section 2.3 may be issued paid with respect to such SJW Common Stock to such a transferee if the Certificate formerly representing such Shares shares of SJW Common Stock is presented to the Surviving CorporationExchange 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 applicablepayable. No dividends or The Exchange Fund shall not be used for any purpose other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebythan as set forth in this Article II.

Exchange Procedures. At or after the Effective Time, each holder Upon surrender of an outstanding a Signature Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender for cancellation to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Exchange Agent, together with a letter of transmittal, duly executed Letter of Transmittal andexecuted, upon acceptance thereof and such other documents as may reasonably be required by the Surviving CorporationExchange Agent, then, subject to Closing, after the Effective Time the holder of such certificate shall be entitled to the amount receive in exchange therefor a certificate representing that number of cash into which whole shares of Newly-Issued Lummi Common Stock that such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after pursuant to the Closing a portion provisions of this Agreement, and the proceeds of the sale of certain assets as provided in Section 6.13Signature Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 4.2(a)Section, each Signature Certificate formerly representing Shares (other than Excluded Shares) 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 number of shares of Newly-Issued Lummi Common Stock set forth in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)this Agreement. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender to holders of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented certificates pursuant to the Surviving Corporationprovisions of this Article. Subject to Closing, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time LUMMI shall not be paid obligated to deliver the consideration to which any Signature Shareholder is entitled as a result of the Share Exchange until such holder surrenders his or her certificate or certificates representing the shares of any unsurrendered Certificate with respect Signature Common Stock for exchange as provided in this Article or such holder provides an appropriate affidavit regarding loss of such certificate or agreement and an indemnification in favor of LUMMI as provided in this Article. All certificates representing shares of Newly-Issued LUMMI Common Stock shall bear the appropriate “restricted stock legend” evidencing that such shares have not been registered under the Securities Act and are subject to the Shares represented therebyrestrictions on resale.

Exchange Procedures. At or As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of an outstanding record of a Certificate or Certificates formerly representing any (i) a form of the Shares letter of transmittal (other than Excluded Shares) which shall surrender specify that delivery shall be effected, and risk of loss and title to the Surviving Corporation each Certificates held by such Person shall pass, upon proper delivery to the Exchange Agent of such holder’s Certificate or Certificates and shall be in a form and have such other provisions as Parent may reasonably specify) and (or affidavit ii) instructions in effecting the surrender of lost certificate in lieu such Certificate for the Merger Consideration. Each holder of record of a Certificate upon surrender thereof to the Exchange Agent (together with the letter of transmittal, duly completed and validly executed, and such other documents as provided in Section 4.2(c)may reasonably be requested by the Exchange Agent), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, shall be entitled to the amount of cash cash, if any, into which the number of shares of Company Common Stock previously represented by such holder’s Shares Certificate surrendered shall have been converted pursuant to SECTION 2.7(a). The Exchange Agent shall accept such Certificate upon compliance with the terms and conditions of this SECTION 2.9 and such other reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate which has been converted, in whole or in part, pursuant to this Agreement plus into the right to receive after the Closing a portion Merger Consideration, and if such Certificates are presented to the Company for transfer, they shall be cancelled against delivery of the proceeds Merger Consideration. If any cash is to be remitted to a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Surviving Corporation, its transfer agent, or the Exchange Agent any transfer or other Taxes required by reason thereof, or establish to the satisfaction of the sale of certain assets as provided in Section 6.13Surviving Corporation, its transfer agent or Exchange Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.2(a)SECTION 2.9, each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(iSECTION 2.7(a). No interest will be paid or accrued will accrue on any amount cash payable upon due surrender as Merger Consideration. Parent shall pay all charges and expenses of the Certificates. In the event of a transfer of ownership of Shares that is not registered Exchange Agent in the transfer records connection with payment of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyMerger Consideration.

Exchange Procedures. At or Promptly after the Effective TimeTime (but no later than three (3) Business Days therefrom), the Surviving Corporation shall mail or cause to be mailed to each holder of an record of a certificate or certificates that immediately prior to the Effective Time represented outstanding Certificate Shares (a “Certificate” or Certificates formerly representing any “Certificates”) that were converted by virtue of the Shares Merger into the right to receive cash pursuant to Section 1.06(b) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other than Excluded Sharesprovisions as the Surviving Corporation and Exchange Agent may reasonably specify), and (ii) shall instructions for use in effecting the surrender of the Certificates, in exchange for the Merger Consideration. Upon surrender to the Surviving Corporation each Exchange Agent of such holder’s a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Certificates, together with a duly executed Letter letter of Transmittal andtransmittal and any other documents reasonably required by the Exchange Agent, upon and acceptance thereof by the Surviving CorporationExchange Agent, the holder thereof shall be entitled to the an amount of cash into which equal to the Merger Consideration (without interest) multiplied by the number of Shares previously represented by such holder’s Shares have been converted pursuant Certificate or Certificates surrendered less any required withholding of any amounts therefrom in accordance with Section 2.07. The Exchange Agent shall accept such Certificates and documents upon compliance with such customary and reasonable terms and conditions as the Exchange Agent may impose to this Agreement plus effect an orderly exchange thereof in accordance with normal exchange practices. After the right to receive after Effective Time, there shall be no further transfer on the Closing a portion records of the proceeds Company or its transfer agent of Certificates and if such Certificates are presented to the Company for transfer, they shall be canceled against delivery of the sale Merger Consideration in cash (without interest) allocable to the Shares previously represented by such Certificate or Certificates to the record holder. If any Merger Consideration is to be remitted to a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition of certain assets as provided such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in Section 6.13proper form for transfer and that the person requesting such exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of the Company or its transfer agent that the tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.2(a)2.02, and except as contemplated in Section 1.07, each Certificate formerly previously representing Shares (other than Excluded Shares) 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 in cash, plus allocable to the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Shares previously represented by such Certificate Certificates as contemplated by Section 4.1(a)(i1.06(b). No interest will be paid or accrued will accrue on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyas Merger Consideration.

Exchange Procedures. At or Promptly (and in any event within five Business Days) after the Effective Time, the Buyer shall cause the Exchange Agent to mail to each holder of an record of a certificate which immediately prior to the Effective Time represented outstanding Certificate or Certificates formerly representing any shares of Company Common Stock (each, a “Certificate”) (i) a letter of transmittal in customary form and (ii) instructions for effecting the surrender of the Shares (other than Excluded Shares) shall surrender Certificates in exchange for the Merger Consideration payable with respect thereto, provided that the Buyer shall, to the Surviving Corporation each extent reasonably requested by the Company, assist the Company in developing arrangements for the delivery of such holder’s Certificate or Certificates (or affidavit materials prior to Closing to the shareholders of lost certificate in lieu thereof as provided the Company listed in Section 4.2(c))2.2(b) of the Company Disclosure Schedule to facilitate the payment of Merger Consideration to such shareholders immediately following the Effective Time. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled paid promptly in exchange therefor cash in an amount equal to the amount of cash into which Merger Consideration that such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after pursuant to the Closing provisions of this Article II, and the Certificate so surrendered shall immediately be cancelled. In the event of a portion transfer of ownership of Company Common Stock which is not registered in the transfer records of the proceeds of Company, the sale of certain assets as provided Merger Consideration may be paid to a person other than the person in Section 6.13whose name the Certificate so surrendered is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.2(a)2.2, each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by this Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby2.2.

Exchange Procedures. At or Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of an outstanding Certificate or Certificates formerly representing any of the Shares record (other than Excluded Sharesthe Company or any of its Subsidiaries or Parent, Purchaser or any other subsidiary of Parent) shall surrender of a certificate or certificates that, immediately prior to the Surviving Corporation each Effective Time, evidenced outstanding Shares (the “Certificates”) (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent and the Company may reasonably agree and (ii) instructions for effecting the surrender of such holder’s Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), to the Exchange Agent together with a such letter of transmittal, duly executed Letter and completed in accordance with the instructions thereto, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Common Stock formerly represented by such Certificate as contemplated by Section 4.1(a)(i)and such Certificate shall then be canceled. No interest will be paid or accrued will accrue for the benefit of holders of the Certificates on any amount the Merger Consideration payable upon due the surrender of the Certificates. In the event of a transfer of ownership of Shares that Common Stock which is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender payment of the Certificate Merger Consideration may be issued made with respect to such Common Stock to such a transferee if the Certificate formerly representing such Shares shares of Common Stock is presented to the Surviving CorporationExchange 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 applicablepaid. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.4.4

Exchange Procedures. At Promptly after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Common Stock and whose shares are being converted into the Merger Consideration pursuant to Section 2.1(c) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall otherwise be in a form and have such other provisions as the Surviving Corporation may reasonably specify) containing instructions for use by holders of Company Common Stock to effect the exchange of their shares of Company Common Stock for the Merger Consideration as provided herein. As soon as practicable after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall shall, upon surrender to the Surviving Corporation each Paying Agent of such holder’s Certificate or Certificates and such letter of transmittal duly executed and completed in accordance with the instructions thereto (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon such other documents as the Paying Agent may reasonably request) and acceptance thereof by the Surviving CorporationPaying Agent (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares of Company Common Stock on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to the an amount of cash into which (payable by check) equal to the Merger Consideration per share multiplied by the number of shares of Company Common Stock represented by such holder’s Shares have been converted pursuant Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to this Agreement plus effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the right Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to receive after the Closing a portion Paying Agent any transfer or other taxes required by reason of the proceeds payment of the sale Merger Consideration to a Person other than the registered holder of certain assets as provided in Section 6.13the Certificate so surrendered, or shall establish to the satisfaction of the Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 4.2(a2.2(b), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time Time, each Certificate shall be deemed to represent only the right to receive the Merger Consideration upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)2.1. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyas Merger Consideration.

Exchange Procedures. At the Closing, Parent will deliver to the Stockholder Representative, for delivery to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock, forms of (i) a letter of transmittal (the "Letter of Transmittal") which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Stockholder Representative and shall be in such form and have such other provisions as Parent may specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the amount of the Closing Payment payable in exchange therefor. The Letter of Transmittal shall indicate that applicable withholding Taxes with respect to the cashing out of the Company Stock Rights, if applicable, and the vesting of shares of Company Capital Stock that are restricted stock will be withheld from the Merger Consideration otherwise payable to each holder of Company Stock Rights who receives a payment with respect to his or her Company Stock Rights in connection with the Merger or upon the exchange of shares of Company Capital Stock that are restricted stock, and that other amounts may be withheld from any Stockholder in accordance with the terms of this Agreement. Following the Effective Time and delivery to the Stockholder Representative of a duly completed and executed Letter of Transmittal, together with surrender of a Certificate (or Certificates) for cancellation, the Stockholder shall be entitled to receive in exchange therefor the portion of the Closing Payment to which such Stockholder is entitled pursuant to Section 1.6 and the Certificate(s) so surrendered shall be canceled. Following the Effective Time, until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender for all corporate purposes, to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Per Share portion of Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.this Article I.

Exchange Procedures. At or Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of an outstanding Certificate record of a certificate or Certificates formerly representing any of certificates, which immediately prior to the Effective Time represented Shares (other than Excluded Dissenting Shares) (the "Certificates") (i) a letter of transmittal specifying that delivery shall surrender be effected, and risk of loss and title to the Surviving Corporation each Certificates shall pass, only upon delivery of such holder’s Certificate or the Certificates (or affidavit affidavits of lost certificate loss in lieu thereof thereof) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as provided Parent and the Company may reasonably agree prior to the Effective Time, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) whole ADSs and (B) any unpaid dividends and other distributions and cash in lieu of a fraction of an ADS. Subject to Section 4.2(c)3.4.(h), upon surrender of a Certificate for cancellation to the Exchange Agent together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to the amount receive in exchange therefor (x) a certificate representing that number of cash into which whole ADSs that such holder’s Shares have been converted holder is entitled to receive pursuant to this Agreement Article III, (y) a check in the amount (after giving effect to any required tax withholdings) of any cash in lieu of a fraction of an ADS plus any unpaid dividends or other distributions that such holder has the right to receive after pursuant to the Closing a portion provisions of this Article III, and the proceeds of the sale of certain assets as provided in Section 6.13. Until Certificate so surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall forthwith be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares prior to the Effective Time that is not registered in the transfer records of the CompanyCompany as of the Effective Time, the proper number of ADSs, together with a check for any cash to be exchanged paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Surviving CorporationExchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.effect

Exchange Procedures. At or As soon as practicable after the Effective ------------------- Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each shall cause to be mailed to the Sole Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such holder’s form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or Certificates (to such other agent or affidavit of lost certificate in lieu thereof agents as provided in Section 4.2(c))may be appointed by Parent, together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount of cash into Merger Consideration to which such holder’s Shares have been converted the Sole Shareholder is entitled pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.132.1. Until The Certificate so surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall forthwith be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in on the transfer records of the Company, a check for any cash to be exchanged upon due surrender the appropriate number of the Certificate shares of Parent Common Stock may be issued delivered to such a transferee if the Certificate formerly representing such Shares capital stock of the Company is presented to the Surviving Corporation, Exchange Agent and 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 applicablepaid. No dividends or other distributions with respect to Shares with a record date Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time shall be paid to represent the holder right to receive upon such surrender the Merger Consideration as provided by this Section 2 and the provisions of any unsurrendered Certificate with respect to the Shares represented therebyState Corporation Law.

Exchange Procedures. At or after After the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of Time and the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each Company of such holder’s Certificate certificate or Certificates (or affidavit certificates which immediately prior to the Effective Time evidenced outstanding shares of lost certificate in lieu thereof as provided in Section 4.2(c))Company Common Stock, together with a duly executed Letter of Transmittal andElection Form and such other customary documents as may be required, upon and acceptance thereof by the Surviving CorporationCompany, the holder of such certificate or certificates shall be entitled to a certificate or certificates representing the amount number of cash full Non-Cash Election Shares or Post-Merger Management Shares, if any, to be retained by the holder thereof pursuant to this Agreement and the Cash Election Price into which each Cashing Out Share previously represented by such holder’s Shares certificate or certificates surrendered shall have been converted pursuant to this Agreement plus (together with cash in lieu of fractional Non-Cash Election Shares or Post-Merger Management Shares). The Company shall accept such certificates upon compliance with such reasonable terms and conditions as it and the right Exchange Agent may impose to receive after effect an orderly exchange thereof in accordance with normal exchange practices. After the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a)Effective Time, each Certificate formerly representing Shares (other than Excluded Shares) there shall be deemed at any time after no further transfer on the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the CompanyCompany or its transfer agent of certificates representing, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to in whole or in part, Cashing Out Shares, and if such transferee if the Certificate formerly representing such Shares is certificates are presented to the Surviving CorporationCompany for transfer, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares together with a record date after the Effective Time duly executed Election Form and such other customary documents as may be required, they shall be paid canceled against delivery of the Cash Election Price. If any certificate for Non-Cash Election Shares or Post-Merger Management Shares is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate for Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer (with the signatures thereon guaranteed), and that the person requesting such exchange shall pay to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.Company or its

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of an record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate or shares of Company Capital Stock (the "Certificates") and which shares were converted into the right to receive shares of Broadcom Common Stock pursuant to Section 1.6, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon delivery of the Shares (other than Excluded Shares) shall surrender Certificates to the Surviving Corporation each Exchange Agent and shall be in such form and have such other provisions as Broadcom may reasonably specify) and (ii) instructions for use in effecting the surrender of such holder’s Certificate or the Certificates (or affidavit in exchange for certificates representing shares of lost certificate Broadcom Common Stock and cash in lieu thereof of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as provided in Section 4.2(c))may be appointed by Broadcom, together with a such letter of transmittal, duly completed and validly executed Letter in accordance with the instructions thereto, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive, in exchange therefor, a certificate representing the number of whole shares of Broadcom Common Stock to which such holder is initially entitled pursuant to Section 1.6 (without giving effect to either the First Earn-Out or the Second Earn-Out), less the number of shares of Broadcom Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7, plus the amount of cash into in lieu of fractional shares to which such holder’s Shares have been converted holder is entitled pursuant to this Agreement Section 1.9, and the Certificate so surrendered shall be canceled. Promptly following the final determination of the amount (if any) of the First Earn-Out and the Second Earn-Out, the person who immediately prior to the Effective Time was the holder of a Certificate shall be entitled to receive a certificate representing the number of additional whole shares of Broadcom Common (if any) to which such holder is entitled pursuant to Section 1.16, less the number of additional shares of Broadcom Common Stock (if any) to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7, plus the right amount of cash in lieu of fractional shares to receive after the Closing a portion of the proceeds of the sale of certain assets which such holder is entitled pursuant to Section 1.9. As soon as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time practicable after the Effective Time to represent only Time, the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion date of the proceeds First Earn-Out and the date of the sale Second Earn-Out, and subject to and in accordance with the provisions of certain assets as provided in Section 6.13Article 7, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash Broadcom shall cause to be exchanged upon due surrender of distributed to the Certificate Depositary Agent a certificate or certificates (in such denominations as may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied requested by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.the

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of an outstanding record of a Certificate or Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon proper delivery of the Shares (Certificates to the Paying Agent and which shall be in the form and have such other than Excluded Shares) shall surrender to customary provisions as Holding and the Surviving Corporation may specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the cash (pursuant to Section 2.7 hereof), in each case, to be received by the holder thereof pursuant to this Agreement. Upon surrender of such holder’s a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed Letter in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder of a Certificate, provided that payment by hand is permissible by the Paying Agent) within three business days of receipt thereof (but in no case prior to the Effective Time), and the Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as contemplated by Section 4.1(a)(i)the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates on any amount the Merger Consideration payable upon due the surrender of the Certificates. In After the event of a Effective Time, there shall be no further transfer of ownership of Shares that is not registered in the transfer records of the CompanySurviving Corporation or its transfer agent of Certificates and, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is Certificates are presented to the Surviving CorporationCompany for transfer, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time they shall be paid to canceled against delivery of the holder of any unsurrendered Certificate with respect to the Shares represented therebyMerger Consideration.

Exchange Procedures. At or Promptly after the Effective Time, but in any event, within three (3) business days thereafter, the Payment Agent shall mail or otherwise deliver to each holder of an outstanding Certificate or Certificates formerly representing any record of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Company Common Stock, together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash whose shares were converted into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing Merger Consideration pursuant to Section 1.6, (i) a letter of transmittal in the form to be agreed upon by Ac quirer and the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt of the Certificates by the Payment Agent), such agreement not be unreasonably withheld (the “Letter of Transmittal”); (ii) such other customary documents as may be required pursuant to such instructions; and (iii) instructions for use in effecting the surrender of the certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock. Upon surrender of a Certificate for cancellation to the Payment Agent, together with such Letter of Transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount in cash equal to the portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent only Closing Merger Consideration that such holder has the right to receive upon such surrender pursuant to Section 1.6. The Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that prior to the Per Share Merger Consideration in cashEffective Time represented shares of Company Common Stock will be deemed from and after the Effective Time, plus for all corporate purposes other than the payment of dividends, to evidence the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13Closing Merger Consideration, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the CompanyHoldback Merger Consideration, a check for any cash to be exchanged upon due surrender of the Certificate may Special Holdback Amount and Expense Fund Amount which shall be issued to for such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyCompany Common Stock.

Exchange Procedures. At or (a) Within three (3) Business Days after the Effective Time, the Paying Agent shall provide to each holder of an outstanding a Certificate or Certificates formerly representing any (i) a letter of transmittal in substantially the form attached as Exhibit F hereto (a “Letter of Transmittal”) and (ii) instructions for use of the Shares (other than Excluded SharesLetter of Transmittal in effecting the surrender of such Certificate in exchange for the Merger Consideration to be paid in accordance with Section 2.8(c) shall with respect to each of the shares of Company Capital Stock represented thereby. Upon surrender of a Certificate to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Paying Agent, together with a duly executed such Letter of Transmittal andduly executed and completed in accordance with the instructions thereto and a properly executed substitute Form W-9 or Form W-8BEN, upon acceptance thereof by the Surviving Corporationif applicable, be entitled from such holder in form and substance acceptable to the amount Paying Agent, the Paying Agent shall pay, by check or by wire transfer of immediately available funds, to the holder of such Certificate the cash payment described in Section 2.8(c)(i) (rounded up to the nearest $0.01) into which the shares of Company Capital Stock represented by such holder’s Shares have been Certificate were converted pursuant to this Agreement plus Section 2.8(c), without any interest thereon. The Certificates so surrendered shall forthwith be canceled. Until so surrendered, such Certificates shall upon and following the Effective Time represent solely the right to receive after the Closing Merger Consideration with respect to the shares of Company Capital Stock, without interest. Notwithstanding the foregoing, Buyer and the Company shall use Commercially Reasonable Efforts to cause (x) the Letter of Transmittal to be made available to each holder of a portion Certificate, and (y) such Person’s Letter of the proceeds of the sale of certain assets Transmittal and Certificate to be reviewed and processed as provided in Section 6.13. Until surrendered promptly as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time practicable after the Effective Time Time, such that, so long as such Person continues to represent only hold the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion shares of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock represented by such Certificate as contemplated by Section 4.1(a)(i). No interest of immediately prior to the Effective Time, such Person will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered payment described in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions Section 2.8(c)(i) with respect to Shares with a record date such Certificate as promptly as practicable after the Effective Time shall be paid to the holder Closing Date, by check or by wire transfer of any unsurrendered Certificate with respect to the Shares represented therebyimmediately available funds.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of an record of a certificate that immediately prior to the Effective Time represented outstanding Certificate or shares of Target Common Stock ("Target Certificate") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Target Certificates formerly representing any shall pass, only upon delivery of the Shares (other than Excluded Shares) shall surrender Target Certificates to the Surviving Corporation each Exchange Agent and shall be in such form and have such other provisions as Buyer and Target may reasonably specify) and (ii) instructions for use in effecting the surrender of such holder’s the Target Certificates in exchange for certificates representing shares of Buyer Common Stock ("Buyer Certificates"). Upon surrender of a Target Certificate or Certificates for cancellation to the Exchange Agent (or affidavit of lost certificate in lieu thereof such other agent or agents as provided in Section 4.2(c)may be appointed by Buyer), together with a duly executed Letter letter of Transmittal andtransmittal, upon acceptance thereof by the Surviving Corporation, holder of such Target Certificate shall be entitled to the amount receive in exchange therefor a Buyer Certificate representing that number of cash into whole shares of Buyer Common Stock which such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after pursuant to the Closing a provisions of Section 2.1, less such holder's pro rata portion of the proceeds of the sale of certain assets Escrow Shares, as provided defined in Section 6.132.3, and the Target Certificate so surrendered shall immediately be canceled. In the event of a transfer of ownership of Target Common Stock which is not registered in the transfer records of Target, a Buyer Certificate representing the proper number of shares of Buyer Common Stock may be issued to a transferee if the Target Certificate representing such Target Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 4.2(a)2.2, each Target Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Buyer Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebythis Agreement.

Exchange Procedures. At or As soon as practicable after the Effective Time, each holder of an outstanding Certificate certificate or Certificates formerly representing any of the certificates which prior thereto represented outstanding Shares (other than Excluded Shares) shall shall, upon surrender to the Surviving Corporation each Exchange Agent of such holder’s Certificate certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon certificates and acceptance thereof by the Surviving CorporationExchange Agent, be entitled to the amount of cash into which the aggregate number of Shares previously represented by such holder’s Shares certificate or certificates surrendered shall have been converted pursuant to this Agreement plus into the right to receive after pursuant to Section 2.1(c). The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Closing Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the consideration to be paid in the Merger (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate representing Shares surrendered in exchange therefor is registered, it shall be a portion condition to such exchange that the certificate so surrendered shall be properly endorsed with the signature guaranteed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Exchange Agent any transfer or other tax required by reason of the proceeds payment of such consideration to a person other than the registered holder of the sale certificate surrendered, or shall establish to the satisfaction of certain assets the Exchange Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing Shares, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration as provided in Section 6.13hereinabove provided. Until surrendered as contemplated by this Section 4.2(a2.3(b), each Certificate formerly certificate representing Shares (other than Excluded Shares) 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 in cashConsideration, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13without any interest thereon, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i2.l(c). No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for as Merger Consideration to any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.Shares. (c)

Exchange Procedures. At Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a letter of transmittal in the form attached to this Agreement as Exhibit C with such further revisions as may be reasonably necessary to conform such agreement to this Agreement (the “Letter of Transmittal”), duly completed and validly executed in accordance with the instructions to the Letter of Transmittal, (i) the holder of such Certificate will be entitled to receive in exchange therefor a cash amount equal to the product of (A) the applicable Per Share Price minus the applicable Per Share Pro Rata Escrow Amount and (B) the number of shares of Target Capital Stock represented by such Certificate, and (ii) the Certificate so surrendered will forthwith be canceled. Exchange Agent will, pursuant to the terms of the Exchange Agent Agreement, cause the payment described in the preceding sentence to be made to the holder of such Certificate by check or wire transfer (as indicated in the Exchange Agent Agreement) of immediately available funds to the account designated by such holder in the Letter of Transmittal delivered with such Certificate. Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Target Common Stock (other than Dissenting Shares) will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender for all purposes, to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus evidence the right to receive the Per Share Price for each of such shares (subject to the provisions of this Agreement relating to the Escrow Fund). If, after the Closing a portion of the proceeds of the sale of certain assets Effective Time, any Certificate is presented to Exchange Agent, it will be cancelled and exchanged as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a)2.8. Notwithstanding the foregoing, each if any Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, will not have been issued with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender Target Option exercised after the date of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented this Agreement and prior to the Surviving CorporationEffective Time, accompanied by all documents the former holder of such Target Option will not be required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with deliver a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to such shares, provided he or she has submitted a Letter of Transmittal to the Shares represented therebyExchange Agent.

Exchange Procedures. At or As soon as practicable after the Effective Time, the Surviving Corporation will cause the Exchange Agent to mail to each holder of an record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Certificate or Certificates formerly representing any shares of the Shares Common Stock (other than Excluded SharesDissenting Shares and shares to be canceled pursuant to Section 2.01(b)) (the "CERTIFICATES"), (i) a form letter of transmittal (which shall surrender specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Merger Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Merger Sub or the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Corporation, together with a letter of transmittal, duly executed Letter executed, and such other customary documents as may be required pursuant to such instructions (collectively, the "TRANSMITTAL DOCUMENTS"), the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Common Stock formerly represented by such Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate as contemplated by Section 4.1(a)(i). No interest will so surrendered shall thereupon be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Shares that shares of Common Stock which is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such transferee shares if the Certificate formerly representing evidencing such Shares shares of Common Stock is presented to the Surviving Corporation, accompanied by all documents required to evidence Exchange Agent and effect such transfer and to evidence that is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall power must be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.properly

Exchange Procedures. At or As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent to send to each record holder of a Certificate, (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 delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (b) instructions for use in effecting the surrender of the Certificates in exchange for the payment of the Merger Consideration. As soon as reasonably practicable after the Effective Time, each holder of an outstanding a Certificate, upon surrender of a Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), Exchange Agent together with a such letter of transmittal, duly executed Letter of Transmittal andexecuted, upon acceptance thereof and such other documents as may reasonably be required by the Surviving CorporationExchange Agent, shall be entitled to receive in exchange therefor a check in the amount equal to the per share cash amount of cash into the Merger Consideration (after giving effect to any required Tax withholdings), which such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after pursuant to Section 1.08. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Closing a portion of the proceeds of the sale of certain assets as provided Exchange Agent may impose to effect an orderly exchange thereof in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, accordance with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)normal exchange practices. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued Merger Consideration with respect to such Company Common Stock shall be paid to such a transferee only if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Surviving CorporationExchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebypaid.

Exchange Procedures. At or Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of an outstanding Certificate or Certificates formerly representing any record of the Shares (other than holders of Excluded Shares) (i) a letter of transmittal (which shall, among other matters, specify that delivery of the Certificates shall surrender be effected, and risk of loss and title to the Surviving Corporation each Certificates shall pass, only upon actual receipt of the Certificates (or affidavits of loss in lieu thereof) by the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration due and payable to such holder. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of the Merger Consideration due and payable in respect of such holder’s 's Shares and the Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, so surrendered shall forthwith be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)canceled. No interest will be paid or accrued on any amount payable upon 6 12 due surrender of the Certificates. All Merger Consideration paid upon surrender for exchange of Shares in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any the amount of cash to be exchanged paid upon due surrender of the Certificate may be issued delivered to such a transferee if the Certificate formerly representing such Shares is presented to the Surviving CorporationExchange Agent, accompanied by all documents required by the Exchange Agent to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.(c)

Exchange Procedures. At or after Appropriate transmittal materials shall be provided by the Effective Time, each holder Exchange Agent to holders of an outstanding Certificate or Certificates formerly representing any record of the MDUC Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets soon as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time practicable after the Effective Time advising such holders of the effectiveness of the Merger and the procedure for surrendering the Certificates to represent only the right Exchange Agent, including a Certificate in form and substance satisfactory to Multiband and the holders of record of the MDUC Shares, which Multiband will be relying upon in connection with the issuance of Multiband Shares. Upon the surrender of a Certificate to the Exchange Agent in accordance with the terms of such transmittal materials, the holder of such Certificate shall be entitled to receive upon in exchange therefor (x) a certificate representing that number of whole shares of the Multiband Shares that such surrender the Per Share Merger Consideration in cash, plus the right holder is entitled to receive pursuant to this Section 2, and (y) a check in the amount (after the Closing a portion giving effect to any required tax withholdings) of the proceeds any cash in lieu of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)fractional shares. 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 the MDUC Shares that is not registered in the transfer records of MDUC, a certificate representing the Companyproper number of the Multiband Shares, together with a check for any cash to be exchanged paid upon due surrender of the Certificate and any other distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such MDUC Shares is presented to the Surviving CorporationExchange 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 applicablepaid. No dividends If any Certificate is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay any transfer or other distributions with respect to taxes required by reason of the issuance of certificates for Multiband Shares with in a record date after name other than that of the Effective Time shall be paid to the registered holder of any unsurrendered the Certificate with respect to the Shares represented therebysurrendered.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of an record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate or shares of Company Common Stock (the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon delivery of the Shares (other than Excluded Shares) shall surrender Certificates to the Surviving Corporation each Exchange Agent and shall be in such form and have such other provisions as the Buyer may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such holder’s Certificate other agent or Certificates (or affidavit of lost certificate in lieu thereof agents as provided in Section 4.2(c))may be appointed by the Buyer, together with a such letter of transmittal, duly executed Letter of Transmittal andexecuted, upon acceptance thereof and such other documents as may reasonably be required by the Surviving CorporationExchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (subject to any taxes required to be withheld) the amount Merger Consideration payable pursuant to Section 2.1(c), and the Certificate so surrendered shall immediately be cancelled. In the event of cash into a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration payable pursuant to Section 2.1(c) may be paid to a person other than the person in whose name the Certificate so surrendered is registered, if such holder’s Shares Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13paid. Until surrendered as contemplated by this Section 4.2(a)2.2, each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right payable pursuant to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate 2.1(c) as contemplated by this Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby2.2.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Payment Agent shall mail or otherwise deliver to each holder of an outstanding Certificate or Certificates formerly representing any Target Capital Stock whose shares of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash Target Capital Stock were converted into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion Merger Consideration pursuant to Section 2.6, and to each holder of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time Target Warrants whose Target Warrant was eligible to represent only convert into the right to receive upon such surrender the Per Share Merger Consideration pursuant to Section 2.8 (i) a letter of transmittal in cashsubstantially the form attached hereto as Exhibit G (which shall specify that delivery shall be effected, plus and risk of loss and title to the Certificates and Target Warrants shall pass, only upon receipt of the Certificates and Target Warrants, or an affidavit of lost stock certificate or warrant by the Payment Agent); (ii) such other customary documents as may be required pursuant to such instructions; and (iii) instructions for use in effecting the surrender of the stock or warrant certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Target Capital Stock or eligible Target Warrants in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor an amount in cash equal to the portion of the Closing Merger Consideration that such holder is eligible to receive pursuant to Section 2.6 and Section 2.8. The Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that prior to the Effective Time represented shares of Target Capital Stock or Target Warrants will be deemed from and after the Effective Time, for all corporate purposes other than the payment of dividends, to evidence the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may Merger Consideration which shall be issued to for such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid Target Capital Stock or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyTarget Warrant.

Exchange Procedures. At or Promptly after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation shall cause to be mailed or provided at the Closing to each Company Stockholder (i) a letter of such holder’s Certificate or Certificates transmittal (or affidavit which shall specify that delivery shall be effected, and risk of lost certificate in lieu thereof as provided in Section 4.2(c)loss and title to the certificates (the "Certificates"), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled which immediately prior to the amount Effective Time represented outstanding shares of cash the Company Capital Stock whose shares were converted into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive Merger Shares pursuant to Section 1.6(a), shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions consistent herewith as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing Merger Shares; provided, however, that such letter of transmittal shall be substantially in the form and substance of a letter of transmittal and instructions approved by counsel for the Company at or before the Closing. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, a Company Stockholder shall be entitled to receive in exchange therefor a certificate representing the number of whole Merger Shares (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to paragraph (b) above) to which such Company Stockholder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Closing Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent a portion certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which shall be registered in the name of the proceeds of Escrow Agent. Such shares shall be beneficially owned by the sale of certain assets holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Section 6.13Article VII. Until surrendered as contemplated by this Section 4.2(a)so surrendered, each outstanding Certificate formerly representing Shares (other than Excluded Shares) shall that, prior to the Effective Time, represented shares of the Company Capital Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, other than the payment of dividends, to represent only evidence the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion ownership of the proceeds number of full shares of Parent Common Stock into which such shares of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes Company Capital Stock shall have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyso converted.

Exchange Procedures. As promptly as practicable after obtaining the Written Consent (and, if the Written Consent is obtained, in any event within ten (10) days following the date of this Agreement), the Company shall mail to each holder of record of Company Stock (i) a Letter of Transmittal and (ii) instructions for effecting the surrender of such Certificate in exchange for the applicable Closing Stock Consideration and the portion of the Future Payments allocated to such Company Stock pursuant to the terms of this Agreement payable with respect thereto. At or and after the Effective Time, each holder upon surrender of an outstanding a Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender for cancellation to the Surviving Corporation each Paying Agent and delivery of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal andTransmittal, upon acceptance thereof by Buyer shall use commercially reasonable efforts to cause the Surviving Corporation, be entitled Paying Agent to pay promptly (and in any event within three (3) Business Days) to the holder of such Certificate in exchange therefor cash in an amount equal to (i) the Closing Per Share Consideration multiplied by (ii) the number of cash into shares of Company Stock represented by such Certificate. The Buyer shall use commercially reasonable efforts to cooperate with the Company in developing arrangements to facilitate the payment of the Closing Per Share Consideration to significant stockholders of the Company immediately following the Effective Time. In the event of a transfer of ownership of Company Stock which is not registered in the transfer records of the Company, the applicable Closing Stock Consideration may be paid to a Person other than the Person in whose name the Certificate so surrendered is registered, if such holder’s Shares Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13paid. Until surrendered as contemplated by this Section 4.2(a2.2(b), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger applicable Closing Stock Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by this Section 4.1(a)(i2.2(b). No interest will be paid or accrued on any amount payable upon due surrender By their execution of the Certificates. In Letter of Transmittal, approval of the event Merger and adoption of a transfer this Agreement and/or their acceptance of ownership any consideration pursuant to this Agreement, each Company Equityholder hereby agrees on behalf of Shares that is not registered itself to the provisions set forth in the transfer records Letter of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyTransmittal.

Exchange Procedures. At the Closing, Decorate shall deposit with Husch & Eppenberger, LLC (the "Exchange Agent"), for the benefit of the GuildMaster Shareholders, the Xxxxx Note, the cash to be paid in lieu of fractional shares, and certificates dated as of the Closing Date representing the shares of Decorate common stock (the "Exchange Fund") to be issued and paid pursuant to Section 3.1 hereof in exchange for the outstanding shares of GuildMaster common stock. As of the Closing Date, Decorate shall cause the Exchange Agent to deliver to each GuildMaster Shareholder (i) a letter of transmittal which will specify that delivery shall be effective, and risk of loss and title to the GuildMaster certificates shall pass, only upon delivery of the GuildMaster certificates to the Exchange Agent and which shall be in such form and have such other provisions as GuildMaster and Decorate may reasonably specify, and (ii) instructions for use in effectuating the surrender of the GuildMaster certificates in exchange for certificates representing shares of Decorate common stock, cash to be paid in lieu of any fractional share, and the Xxxxx Note. Upon surrender of a GuildMaster Shareholder's GuildMaster certificate or after certificates for cancellation to the Effective TimeExchange Agent together with such letter of transmittal, each duly executed, the holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Sharessuch GuildMaster certificate(s) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to receive in exchange therefore, immediately following said surrender, (1) a certificate representing the applicable number of whole shares of Decorate common stock, and (2) immediately available funds in the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender paid in lieu of a fractional share, and (3) the Certificate may Xxxxx Note, and the GuildMaster certificate(s) so surrendered shall forthwith be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebycancelled.

Exchange Procedures. At or As soon as practicable after the Effective Time, each holder of an outstanding Certificate certificate or Certificates formerly representing any certificates which prior thereto represented shares of the Shares Common Stock (other than Excluded any Dissenting Shares) shall shall, upon surrender to the Surviving Corporation each Paying Agent of such holder’s Certificate certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon certificates and acceptance thereof by the Surviving CorporationPaying Agent, be entitled to the amount per share Cash Amount multiplied by the aggregate number of cash into which shares of Common Stock previously represented by such holder’s Shares have been converted pursuant certificate(s). The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to this Agreement plus effect an orderly exchange thereof in accordance with normal exchange practices. If the right consideration to receive after be paid in the Closing Merger (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate representing shares of Common Stock surrendered in exchange therefor is registered, it shall be a portion condition to such exchange that the certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the proceeds payment of such consideration to a person other than the registered holder of the sale certificate surrendered, or shall establish to the satisfaction of certain assets the Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Common Stock and if such certificates are presented to the Company for transfer, they shall be cancelled against delivery of the Cash Amount as provided in Section 6.13hereinabove provided. Until surrendered as contemplated by this Section 4.2(a2.3(c), each Certificate formerly certificate representing Shares shares of Common Stock (other than Excluded certificates representing shares to be cancelled in accordance with Section 2.1(b) or Dissenting Shares) ), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Common Merger Consideration in cash(subject to the Holdback Amount), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13without any interest thereon, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)2.1. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyas Common Merger Consideration.

Exchange Procedures. At or As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of an outstanding Certificate record of a certificate or Certificates formerly representing any of certificates (the Shares (other than Excluded Shares"CERTIFICATES") shall surrender which immediately prior to the Surviving Corporation each Effective Time represented outstanding shares of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash Company Capital Stock and which shares were converted into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing applicable consideration set forth in Section 1.6 hereof, (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 shall pass, only upon delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable consideration set forth in Section 1.6. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor such holder's portion of the proceeds Merger Consideration as set forth in Section 1.6 hereof less the portion of the sale Escrow Amount contributed on behalf of certain assets such holder, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall deposit the Escrow Amount with the Escrow Agent (as defined in Article VII hereof). The Escrow Amount so deposited with the Escrow Agent shall be available to compensate Parent as provided in Section 6.13Article VII hereof. Until surrendered as contemplated by this Section 4.2(a)From the Closing and until so surrendered, each outstanding Certificate formerly representing Shares (other than Excluded Shares) shall that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only solely the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided applicable consideration set forth in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby1.6 hereof.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, each holder of an outstanding a Certificate shall, upon surrender to the Exchange Agent of such Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon and acceptance thereof by the Surviving CorporationExchange Agent, be entitled to a new certificate or new certificates (the amount "New Certificates") representing the number of full Non-Cash Election Shares, cash into which such holder’s Shares have been converted and cash payable in lieu of fractional shares, in each case, if any, to be received by the holder thereof pursuant to this Agreement plus Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the right Exchange Agent may impose to receive after effect an orderly exchange thereof in accordance with normal exchange practices. After the Closing a portion Effective Time, there shall be no further transfer on the records of the proceeds Company or its transfer agent of Certificates and, if Certificates are presented to the Company for transfer, they shall be canceled against delivery of the sale Merger Consideration. If any New Certificate for Non- Cash Election Shares is to be issued in, or if cash is to be remitted to, a name other than that in which the Certificate surrendered for exchange is registered, it shall be a condition of certain assets as provided such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in Section 6.13proper form for transfer, and that the person requesting such exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the issuance of New Certificates for such Non-Cash Election Shares in a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of the Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.2(a2.04(b), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby2.01.

Exchange Procedures. At Prior to or promptly after the Effective ------------------- Time, ISI and/or the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of ISI Stock whose shares were converted into the right to receive shares of GlobalCenter Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as GlobalCenter may specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of GlobalCenter Stock to which such holder is entitled pursuant to this Article I and the Merger Agreement. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by GlobalCenter, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares of GlobalCenter Stock to which such holder is entitled pursuant to Section 1.6 and the Merger Agreement, based on the number of shares of ISI Stock so surrendered. The Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of ISI Stock will be deemed from and after the Effective Time, each holder for all corporate purposes, other than the payment of an outstanding Certificate or Certificates formerly representing any dividends, to evidence the ownership of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each number of such holder’s Certificate or Certificates (or affidavit full shares of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash GlobalCenter Common Stock into which such holder’s Shares shares of ISI Stock shall have been so converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in accordance with Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby1.6.

Exchange Procedures. At or As soon as practicable after the Effective Time, each holder of an outstanding Certificate certificate or Certificates formerly representing any of the certificates which prior thereto represented Company Shares (other than Excluded Shares) shall shall, upon surrender to the Surviving Corporation each Paying Agent of such holder’s Certificate certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon certificates and acceptance thereof by the Surviving CorporationPaying Agent, be entitled to the amount of cash into which the aggregate number of Company Shares previously represented by such holder’s Shares certificate or certificates surrendered shall have been converted pursuant to this Agreement plus into the right to receive after pursuant to subsection 2.1(c). The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Closing Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the consideration to be paid in the Merger (or any portion thereof) is to be delivered to any person other than the person in whose name the certificate representing Company Shares surrendered in exchange therefor is registered, it shall be a portion condition to such exchange that the certificate so surrendered shall be properly endorsed with the signature guaranteed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other tax required by reason of the proceeds payment of such consideration to a person other than the registered holder of the sale certificate surrendered, or shall establish to the satisfaction of certain assets the Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing Common Stock, and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration as provided in Section 6.13hereinabove provided. Until surrendered as contemplated by this Section 4.2(asubsection 2.3(b), each Certificate formerly certificate representing Company Shares (other than Excluded Shares) 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 in cashConsideration, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13without any interest thereon, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)2.1. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for as Merger Consideration to any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyCompany Shares.

Exchange Procedures. At or As soon as practicable after the Effective Time, FIC shall mail to each holder of an record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate or Certificates formerly representing any shares of RMT Common (collectively, the "Certificates") whose shares are being converted into FIC Common pursuant to Section 2.3, instructions for use in effecting the surrender of the Shares (other than Excluded Shares) shall Certificates in exchange for FIC Common. Upon surrender of a Certificate for cancellation to FIC, the Surviving Corporation each holder of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, shall be entitled to receive in exchange therefor the amount certificates representing the number of cash into shares of FIC Common and payments in lieu of fractional shares to which such holder’s Shares have been converted Holder is entitled pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share 2.3 and is represented by such the Certificate as contemplated by Section 4.1(a)(i)so surrendered. No interest will The Certificates so surrendered shall forthwith be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Shares that RMT Common which is not registered in the transfer records of RMT, the Company, a check for any cash to be exchanged upon due surrender stock certificates representing shares of the Certificate FIC Common may be issued delivered to such a transferee if the Certificate formerly representing the right to receive such Shares FIC Common is presented to the Surviving Corporation, FIC and accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. FIC shall follow the same procedure with respect to lost, stolen or mutilated RMT Certificates as it follows with respect to lost, stolen or mutilated FIC certificates. Unless and until any such Certificate shall be so surrendered, or such procedures respecting lost, stolen or mutilated Certificates are followed, the holders of the Certificate shall not be entitled to receive certificates for the FIC Common or cash for any fractional share of FIC Common and any dividends paid or are not applicable. No dividends or other distributions with respect made to Shares with a holders of record date of FIC Common after the Effective Time shall be paid to the and retained by FIC and paid over to such holder of any unsurrendered when such Certificate is surrendered or such procedures are implemented in accordance with respect to the Shares represented therebythis Section 2.4(b).

Exchange Procedures. At or As soon as reasonably practicable following the Agreement Date and in any event not less than two Business Days before the Closing Date, Parent will deliver to the Company for distribution to each Stockholder (i) a letter of transmittal (the “Letter of Transmittal”) which shall specify that delivery of the Certificates held by such Stockholder shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of such original Certificates to Parent and shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates held by such Stockholder in exchange for the Merger Consideration Shares issuable with respect thereto under this Agreement. The Letter of Transmittal shall indicate that amounts may be withheld from any Stockholder in accordance with the terms of this Agreement. If a Stockholder delivers to Parent a duly completed and executed Letter of Transmittal, together with the surrender of the Certificates held by such Stockholder for cancellation, such Stockholder shall be entitled to receive in exchange therefor the portion of the Merger Consideration Shares to which such Stockholder is entitled pursuant to Section 1.6 and the Certificates so surrendered shall be canceled. Any cash payment to a Stockholder in respect of fractional shares of Parent Common Stock pursuant to Section 1.6(b)(iii) shall be so made by check. Following the Effective Time, until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented Company Common Shares will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender for all purposes, to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a that portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). 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 Merger Consideration Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions consideration determined in accordance with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.this Article I.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, Buyer shall instruct the Exchange Agent to mail to each holder of an outstanding record of a Certificate or Certificates formerly representing any Certificates, (i) a letter of the Shares transmittal (other than Excluded Shares) which shall surrender specify that delivery shall be effected, and risk of loss and title to a Certificate shall pass, only upon proper delivery of such Certificate to the Surviving Corporation each Exchange Agent and shall be in such form and have such other provisions as Buyer may reasonably specify) and (ii) instructions to effect the surrender of Certificates in exchange for cash. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Buyer together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions -6- (collectively, the "Transmittal Documents"), the holder of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, shall be entitled to receive in exchange therefor the amount of in cash into which such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after pursuant to Section 2.1(a) and the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until Certificate so surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall forthwith be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of DOCP Shares that which is not registered in the transfer records of DOCP, the Company, a check for any applicable Exchange Fund cash to be exchanged upon due surrender of the Certificate may be issued paid in accordance with this Article II to such a transferee only if the Certificate formerly representing evidencing such transferred DOCP Shares is presented to the Surviving CorporationExchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Exchange Fund cash shall be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents, and Exchange Fund cash payments may be made by check (unless otherwise required by a depositary institution in connection with the book-entry delivery of securities). No dividends or other distributions with interest shall be payable on any Exchange Fund cash to be delivered in respect to of DOCP Shares with a record date regardless of any delay in making payments. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed, at any time after the Effective Time shall be paid Time, to evidence only the holder of any unsurrendered Certificate with respect right to receive, upon such surrender, the Shares represented therebyapplicable Exchange Fund cash.

Exchange Procedures. At or As soon as practicable after the Effective Time, each holder of an outstanding Certificate certificate or Certificates formerly representing any certificates that represented issued and outstanding shares of Company Common Stock immediately prior to the Shares Effective Time (other than Excluded shares referred to in Section 2.1(b) and Dissenting Shares) shall shall, upon surrender to the Surviving Corporation each Paying Agent of such holder’s Certificate certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon certificates and acceptance thereof by the Surviving CorporationPaying Agent, be entitled to the amount of cash into which the total number of shares of Company Common Stock previously represented by such holder’s Shares surrendered certificate or certificates shall have been converted pursuant to this Agreement plus the right Merger. The Paying Agent shall accept such certificates upon surrender of such certificates pursuant to receive after a Letter of Transmittal, substitute form W-9 or similar document, and related documents, the Closing a portion form of which shall be provided by Purchaser and approved by the Company prior to the Effective Time (such approval not to be unreasonably withheld) and upon compliance with such other reasonable terms and conditions as the Paying Agent may impose in order to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfers on the records of the proceeds Company or its transfer agent of certificates representing shares of Company Common Stock (other than to give effect, (i) in accordance with customary settlement procedures as determined by the Company's transfer agent, to sales of shares, and (ii) to exercises of Options (as defined in Section 2.3(a), to the extent that such sales and/or exercises took place before the Effective Time), and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of cash as provided above. If any cash is to be remitted to a person other than the registered holder of a certificate for Company Common Stock surrendered for exchange, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or the Paying Agent any transfer or other taxes required by reason of the sale payment of certain assets as provided in Section 6.13cash to a person other than the registered holder of the certificate surrendered, or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.2(a2.2(b), each Certificate formerly representing Shares certificate for shares of Company Common Stock (other than Excluded shares referred to in Section 2.1(a) and Dissenting Shares) shall be deemed at any time after from the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i2.1 and any dividends or other distributions as described in Section 2.2(c). No interest will shall be paid or accrued shall accrue on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyas Merger Consideration.

Exchange Procedures. At As promptly as reasonably practicable after the Effective Time (but in no event more than two (2) business days thereafter), Parent, H&H Acquisition Sub and H&H Group shall cause the Paying Agent to mail to each holder of record of a Certificate or after Book-Entry Share (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares, as applicable, to the Paying Agent and which shall otherwise be in customary form (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares)) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration and any dividends declared not in violation of Section 4.01(a) with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect to such Company Common Stock. Each holder of record of a Certificate or Book-Entry Share shall, upon surrender to the Paying Agent of such Certificate or Book-Entry Share, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the Merger Consideration into which the number of shares of Company Common Stock represented by such Certificate or such Book-Entry Share as of immediately prior to the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of as applicable, shall have been converted into the Shares (other than Excluded Shares) shall surrender right to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in receive pursuant to Section 4.2(c)2.01(c), together with any dividends declared not in violation of Section 4.01(a) with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled record date prior to the amount Effective Time that remain unpaid at the Effective Time with respect to such Company Common Stock, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. In the event of cash into a transfer of ownership of Company Common Stock which such holder’s Shares have been converted pursuant to this Agreement plus is not registered in the right to receive after the Closing a portion transfer records of the proceeds Company, payment of the sale Merger Consideration, together with any dividends declared not in violation of certain assets as provided Section 4.01(a) with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect to such Company Common Stock, may be made to a person other than the person in Section 6.13whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other similar taxes required by reason of the payment of the Merger Consideration, together with any such dividends to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of H&H Group that such tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated by this Section 4.2(a2.02(b), each Certificate formerly representing Shares (other than Excluded Shares) or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration Consideration, together with any dividends declared not in cashviolation of Section 4.01(a) with a record date prior to the Effective Time that remain unpaid at the Effective Time with respect to such Company Common Stock, plus which the holder thereof has the right to receive after the Closing a portion in respect of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)or Book-Entry Share pursuant to this Article II. No interest will shall be paid or accrued will accrue on any amount cash payable upon due surrender to holders of the Certificates. In the event of a transfer of ownership of Certificates or Book-Entry Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented pursuant to the Surviving Corporationprovisions of this Article II. Prior to the Effective Time, accompanied Parent, H&H Group, H&H Acquisition Sub and the Company shall cooperate to establish procedures with the Paying Agent and Broadridge Financial Solutions, Inc. (“Broadridge”) to provide that the Paying Agent will transmit to Broadridge or its nominee as promptly as practicable after the Merger Closing (and, in any event, no later than the first (1st) business day after the Merger Closing) an amount in cash in immediately available funds equal to the number of shares of Company Common Stock held of record by all documents required Broadridge or such nominee immediately prior to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicablethe Effective Time multiplied by the Per Share Merger Consideration. No dividends or other distributions with respect to Shares with a record date As promptly as practicable after the Effective Time (but in any event within one (1) business day thereafter), Parent, H&H Acquisition Sub and H&H Group shall be paid cause the Paying Agent to disburse by wire transfer of immediately available funds to an account designated in writing by the Company prior to the holder of any unsurrendered Certificate with respect Merger Closing an amount equal to the Shares represented therebyAward Amounts (other than the Award Amounts pursuant to Section 2.03(b)).

Exchange Procedures. At or Promptly (and in any event within two Business Days) after the Effective Time, the Buyer shall cause the Exchange Agent to mail to each holder of an record of a certificate which immediately prior to the Effective Time represented outstanding Certificate or Certificates formerly representing any shares of Company Stock (each, a "Certificate") (i) a letter of transmittal in customary form and (ii) instructions for effecting the surrender of the Shares (other than Excluded Shares) Certificates in exchange for the applicable Closing Date Payment payable with respect thereto, provided that the Buyer shall assist the Company in developing arrangements for the delivery of such materials at Closing to significant stockholders of the Company to facilitate the payment of the Closing Date Payment to such stockholders immediately following the Effective Time. Upon surrender of a Certificate for cancellation to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Exchange Agent, together with a such letter of transmittal, duly executed Letter executed, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled paid promptly in exchange therefor cash in an amount equal to the amount of cash into which Closing Date Payment that such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after pursuant to the Closing provisions of this Article II in respect of all Company Stock held by such holder and the Certificate so surrendered shall immediately be cancelled. In the event of a portion transfer of ownership of Company Stock which is not registered in the transfer records of the proceeds of Company, the sale of certain assets as provided applicable Closing Date Payment may be paid to a Person other than the Person in Section 6.13whose name the Certificate so surrendered is registered, if such Certificate is presented to the Exchange Agent, properly endorsed with signature guarantees or otherwise be in proper form for transfer, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 4.2(a)2.2, each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share applicable Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyConsideration.

Exchange Procedures. At On the Closing Date, Parent shall instruct the Paying Agent to mail, promptly following the Effective Time, to each holder of record of a certificate or certificates (“Certificates”) and each holder of record of book-entry shares (“Uncertificated Shares”) that, in each case, immediately prior to the Effective Time represented outstanding shares of Company Capital Stock, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to any Certificates surrendered therewith shall pass, only upon proper delivery of such Certificates to the Paying Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use of such letter of transmittal in effecting surrender of Certificates and/or Uncertificated Shares in exchange for the cash payable pursuant to Section 2.7(a). Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, or upon receipt by the Paying Agent of an appropriate agent’s message in the case of book-entry transfer of Uncertificated Shares, each holder of such Certificate or such Uncertificated Shares shall be entitled to receive in exchange therefor a check for the cash amount that such holder has the right to receive pursuant to Section 2.7(a) in respect of the Company Capital Stock represented by such Certificate or such Uncertificated Shares as soon as reasonably practicable following the date of such surrender. The Certificate or Uncertificated Shares so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender for all corporate purposes, to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Per Share Merger Consideration in cashcash pursuant to Section 2.7(a), plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets except as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i2.7(e). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.

Exchange Procedures. At or after Concurrently with the Effective Timemailing of the Proxy Statement, Acquiror shall direct the Exchange Agent to mail to each holder of an outstanding Certificate Company Common Stock or Company Preferred Stock evidenced by certificates (the “Certificates”) entitled to receive the Per Share Merger Consideration pursuant to Section 2.1: a letter of transmittal which shall be in a form reasonably acceptable to the Acquiror and the Company (the “Letter of Transmittal”) and which shall (A) have customary representations and warranties as to title, authorization, execution and delivery, (B) have a customary release of all claims against the Acquiror and the Company arising out of or related to such holder’s ownership of shares of Company Common Stock or Company Preferred Stock, (C) specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon proper delivery of the Shares Certificates to the Exchange Agent, and (other than Excluded SharesD) shall include instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. As soon as reasonably practicable following the Effective Time and in any event (1) within two (2) Business Days following the Effective Time (to the extent such shares of Company Common Stock or Company Preferred Stock are or were represented by book-entry) or (2) within two (2) Business Days following the surrender to the Surviving Corporation each Exchange Agent of all Certificates held by such holder’s Certificate holder for cancellation (to the extent such shares of Company Common Stock or Certificates (Company Preferred Stock are or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)were certificated), together with a duly executed Letter of Transmittal andTransmittal, upon acceptance thereof by duly completed and validly executed in accordance with the Surviving Corporationinstructions thereto, as applicable, the holder of such book-entry shares or Certificates, as applicable, shall be entitled to receive in exchange therefore, and Acquiror shall direct the amount of cash into which Exchange Agent to deliver to each such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus accordance with the right to receive after the Closing a portion provisions of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby2.1.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time (and in any event within three (3) Business Days after the Effective Time), the Surviving Corporation shall use reasonable best efforts to mail to each holder of an a certificate or certificates which immediately prior to the Effective Time represented outstanding Certificate or shares of Company Common Stock (the “Certificates”), other than the Principal Stockholders and the Company stockholders listed on Schedule 1.2, (i) a letter of transmittal which shall specify that delivery shall be effective, and risk of loss and title to the Certificates formerly representing any shall pass, only upon delivery of the Shares Certificates to the Surviving Corporation, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify, including with respect to title, and (other than Excluded Sharesii) shall instructions for effecting the surrender of such Certificates in exchange for such holder’s Closing Per Share Merger Consideration. Upon surrender of a Certificate to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a such letter of transmittal, duly executed Letter of Transmittal andand completed in accordance with the instructions thereto, upon acceptance thereof and such other documents as may reasonably be required by the Surviving Corporation, the holder of such Certificate shall be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after in exchange therefor the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus multiplied by the right to receive after the Closing a portion number of the proceeds shares of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificate. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check for any cash the Closing Per Share Merger Consideration to be exchanged upon due surrender of the Certificate which such holder is entitled pursuant to Section 2.2, may be issued delivered with respect to such shares to such a transferee if the Certificate formerly representing such Shares shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebypaid.

Exchange Procedures. At or As soon as reasonably practicable after the Effective TimeTime of the Merger, the Exchange Agent shall mail to each holder of an outstanding Certificate or record of Certificates formerly representing any immediately prior to the Effective Time of the Shares Merger whose shares were converted into shares of Merger Stock pursuant to Section 2.01, (other than Excluded Sharesi) a letter of transmittal (which shall surrender specify that delivery shall be effected, and risk of loss and title to the Surviving Corporation each Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Merger Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, shall be entitled to the amount receive in exchange therefor a certificate representing that number of cash into whole shares of Merger Stock which such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after the Closing a portion in respect of the proceeds Certificate surrendered pursuant to the provisions of the sale this Article II (after taking into account all shares of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented Company Common Stock then held by such Certificate holder) and cash in lieu of any fractional shares of Merger Stock as contemplated by Section 4.1(a)(i2.02(e). No interest will , and the Certificate so surrendered shall forthwith be paid or accrued on any amount payable upon due surrender of the Certificatescancelled. In the event of a transfer of ownership of Shares that shares of Company Common Stock which is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender certificate representing the proper number of the Certificate shares of Merger Stock may be issued to such a transferee if the Certificate formerly representing such Shares is presented to the Surviving CorporationExchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.Until surrendered as contemplated by this 10 5

Exchange Procedures. At On or prior to the date of this Agreement, Acquiror has provided to Target a letter of transmittal in the form attached as Exhibit D hereto, which shall specify that delivery shall be effected, and risk of loss and title to the stock certificates representing shares of Target Common Stock (each a “Certificate”) shall pass, only upon receipt of the Certificates by Acquiror. Acquiror agrees and acknowledges that Target may distribute the letter of transmittal to it shareholders together with instructions for surrendering their Certificates prior to the Effective Time to facilitate the prompt payment of the Merger Consideration at the Effective Time. Promptly after the Effective Time, Acquiror shall mail the letter of transmittal to each holder of an outstanding Certificate record of Target Common Stock who has not previously surrendered his, her or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))its Certificates, together with a completed letter of transmittal, to Acquiror. Upon the later of the Effective Time or the surrender of a Certificate for cancellation to Acquiror, together with such letter of transmittal and other documents referred to therein, duly completed and validly executed Letter in accordance with the instructions thereto, Acquiror shall pay to (i) the holder of Transmittal and, upon acceptance thereof such Certificate (by the Surviving Corporation, be entitled check or wire transfer) an amount equal to the amount of cash into which Merger Consideration that such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after pursuant to this Section 2, and the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 4.2(a)so surrendered, each outstanding Certificate formerly representing Shares (other than Excluded Shares) shall that prior to the Effective Time represented shares of Target Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only evidence the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion into which such shares of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes Target Common Stock shall have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyso converted.

Exchange Procedures. At or after the Effective Time, each holder of an outstanding Certificate certificate or Certificates formerly representing any certificates which, prior thereto, represented shares of the Shares (other than Excluded Shares) shall Target Common Stock shall, upon surrender to the Surviving Corporation each of such holder’s Certificate certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), certificates together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving CorporationTransmittal, be entitled to the amount Consideration Per Share for each share of cash into which Target Common Stock represented by such holder’s Shares have been converted pursuant certificate or certificates so surrendered. If the Consideration Per Share is to this Agreement plus be paid to any person other than the right person in whose name the certificate representing shares of Target Common Stock surrendered in exchange therefor is registered, it shall be a condition to receive after such exchange that the Closing a portion certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation any transfer or other taxes required by reason of the proceeds payment of such consideration to a person other than the registered holder of the sale certificate surrendered, or shall establish to the reasonable satisfaction of certain assets as provided in Section 6.13the Surviving Corporation that such tax has been paid or is not applicable. Subsequent to the Effective Time, there shall be no further transfer on the records of Target or its transfer agent of certificates representing shares of Target Common Stock. Until surrendered as contemplated by this Section 4.2(a)3.3, each Certificate formerly certificate representing Shares shares of Target Common Stock (other than Excluded Sharescertificates representing shares which are to be canceled in accordance with Section 3.1(d) or shares of Target Common Stock of Dissenting Stockholders) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Consideration Per Share Merger Consideration in cashShare, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i3.1(a). No interest will be paid or accrued will accrue on any amount cash payable upon due surrender as Cash Consideration Per Share but shares of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash Company Common Stock to be exchanged upon due surrender of the Certificate may issued as Stock Consideration will be deemed to be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after on the Effective Time shall be paid Date and accumulate dividends and other rights to the holder of any unsurrendered Certificate distributions associated with respect to the Shares represented therebysuch shares (if any) from such date.

Exchange Procedures. At or Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of an record of a certificate or certificates (“Certificates”) that immediately prior to the Effective Time represented outstanding Certificate or shares of Seller Common Stock whose shares were converted into the right to receive shares of Buyer Preferred Stock pursuant to §2(g)(i): (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon receipt of the Shares certificates by the Exchange Agent, and shall be in such form and have such other provisions as Buyer may reasonably specify); (B) such other than Excluded Sharescustomary documents as may be required pursuant to such instructions; and (C) shall instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Buyer Preferred Stock and the agreements representing the Buyer Warrants. Upon surrender of a Certificate for cancellation to the Surviving Corporation each of Exchange Agent or to such holder’s Certificate other agent or Certificates (or affidavit of lost certificate in lieu thereof agents as provided in Section 4.2(c))may be appointed by Buyer, together with a such letter of transmittal and other documents, duly completed and validly executed Letter in accordance with the instructions thereto, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount number of cash whole shares of Buyer Preferred Stock into which such holder’s Shares shares of Seller Common Stock have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13converted. Until surrendered as contemplated by this Section 4.2(a)so surrendered, each outstanding Certificate formerly representing Shares (other than Excluded Shares) shall that prior to the Effective Time represented shares of Seller Common Stock will be deemed at any time from and after the Effective Time Time, for all corporate purposes other than the payment of dividends, to represent only evidence the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion ownership of the proceeds number of the sale whole shares of certain assets as provided in Section 6.13, with respect to each Buyer Preferred Stock into which such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender shares of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes Seller Common Stock shall have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyso converted.

Exchange Procedures. At or As promptly as practicable after the Effective TimeTime but in no event more than five (5) Business Days thereafter, Parent shall cause the Paying Agent to mail to each holder of an record of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Certificate shares of Company Common Stock or Certificates formerly representing any Company Preferred Stock as of the Shares Effective Time (other than Excluded Sharesthe “Certificates”) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been whose shares were converted pursuant to this Agreement plus Section 2.1(c) or 2.1(d) into the right to receive after the Closing Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as applicable, (i) a portion letter of transmittal and (ii) instructions for use in effecting the surrender of the proceeds Certificates in exchange for payment of the sale Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as applicable. Upon surrender of certain assets a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive as provided promptly as practicable in Section 6.13exchange therefor, subject to subsection (f) below, the Common Stock Merger Consideration multiplied by the number of shares of Company Common Stock or the Preferred Stock Merger Consideration multiplied by the number of shares of Company Preferred Stock formerly represented by such Certificate, and in each case the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 4.2(a)2.3, each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed for all purposes at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share applicable Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate cash as contemplated by Section 4.1(a)(i)2.1 and this Section 2.3. No interest will be paid or accrued accrue in any respect on any amount cash payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebycertificate.

Exchange Procedures. At or Promptly after the Effective Time, the Buyer shall cause the Paying Agent to mail to each holder of an outstanding record of a Certificate (i) a Letter of Transmittal and (ii) instructions for effecting the surrender of such Certificate in exchange for the applicable Aggregate Consideration that is or Certificates formerly representing any may become payable with respect thereto pursuant to Section 2.1. Upon proper surrender of the Shares (other than Excluded Shares) shall surrender a Certificate for cancellation to the Surviving Corporation each Paying Agent and delivery of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly completed and executed Letter of Transmittal andTransmittal, upon acceptance thereof by the Surviving Corporation, holder of such Certificate shall be entitled to receive in exchange therefor cash in an amount equal to the amount Closing Stock Consideration payable in respect of cash into which the shares of Company Stock represented by such holder’s Shares Certificate, as determined in accordance with Section 2.1 and reflected on the Closing Date Allocation Schedule attached to the Closing Payment Certificate. If payment in respect of any Certificate is to be made to a Person other than the Person in whose name such Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be transferable and be properly endorsed in accordance with the instructions set forth in the Letter of Transmittal or any related stock power shall be properly guaranteed and that the Person requesting such payment shall have established to the reasonable satisfaction of Buyer and the Paying Agent that any transfer and other Taxes required by reason of such payment to a Person other than the registered holder of such Certificate have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13paid or are not applicable. Until surrendered as contemplated by this Section 4.2(a2.2(b), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger applicable Closing Stock Consideration in cash, plus and the right to receive after the Closing a applicable portion of the proceeds of the sale of certain assets any Future Payments that become payable pursuant to this Agreement. Except as provided in Section 6.132.2(f), with respect each holder of Certificate(s) shall not be entitled to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on receive any amount payable upon due surrender portion of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash Aggregate Consideration to which they would otherwise be exchanged upon due surrender of the Certificate may be issued to entitled until such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or Certificate(s) are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebyproperly surrendered.

Exchange Procedures. At Prior to the Closing, ProMed Company shall cause to be mailed to each holder of record of a certificate or after certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding ProMed Company Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, as set forth on Schedule 2.6 hereto, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass to Holdings only at the Effective Time, which letter shall be in such form, and have such other provisions, as ProMed Company may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for such holder’s share of the Merger Consideration as set forth in Section 1.6, including the cash in lieu of fractional shares into which each holder of an outstanding ProMed Company Share represented by such Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus Agreement. Upon the right later of (i) the Closing Date or (ii) the date of the surrender of a Certificate for cancellation to Holdings, the holder of such Certificate shall be entitled to receive after promptly thereafter in exchange therefor the Closing a portion amount of Cash Consideration and Stock Consideration to which such holder is entitled under Section 1.6 in respect of the proceeds ProMed Company Shares represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. With respect to the Stock Consideration, Holdings shall promptly issue instructions to its transfer agent (“Transfer Agent”) to issue the certificates representing shares of Holdings Common Stock to each ProMed Company shareholder upon Holdings’ receipt of the sale of certain assets as provided in Section 6.13surrendered Certificate. Until surrendered as contemplated by this Section 4.2(a)so surrendered, each outstanding Certificate formerly representing that, prior to the Effective Time, represented ProMed Company Shares (other than Excluded Shares) shall will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive upon such surrender the Per Share Merger applicable Cash Consideration in cashand Stock Consideration specified above, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebywithout interest.

Exchange Procedures. At or after the Effective Time, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall Upon surrender to the Surviving Corporation each Paying Agent for cancellation of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Certificates, together with a duly executed Letter letter of Transmittal andtransmittal in accordance with Section 1.10(b) and such other customary documents as may be required by the instructions to the letter of transmittal, upon and acceptance thereof by the Surviving CorporationPaying Agent, the holder of such Certificates shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Common Stock previously represented by such holder’s Shares Certificates shall have been converted pursuant to this Agreement plus Section 1.9(a). The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the right Paying Agent may impose to receive after effect an orderly exchange in accordance with normal exchange practices. If the Closing a Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificates surrendered in exchange therefor is registered on the record books of the proceeds Company, it shall be a condition to such exchange that the Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the sale payment of certain assets such consideration to a person other than the record holder of the Certificates surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any shares of Common Stock and if any Certificates are presented to the Company for transfer, they shall be cancelled against delivery of the Merger Consideration as provided in Section 6.13above. Until surrendered as contemplated by this Section 4.2(a1.10(b), each Certificate formerly representing Shares Certificates (other than Excluded Shares) Certificates representing treasury shares of Common Stock to be cancelled in accordance with Section 1.9(b)), 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 in cashConsideration, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No without any interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebythereon.

Exchange Procedures. At or after Parent shall cause appropriate transmittal materials, in such form as reasonably agreed upon by Parent and the Effective TimeCompany, each holder of an outstanding Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as be provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled Exchange Agent to the amount holders of cash into which such holder’s record of Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered soon as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time practicable after the Effective Time advising such holders of the effectiveness of the Merger and the procedure for surrendering the Certificates to represent only the right Exchange Agent or providing instructions to the Exchange Agent to effect the transfer and cancellation of Book Entry Shares in exchange for the Merger Consideration. Upon the surrender of a Certificate to the Exchange Agent or delivery to the Exchange Agent of instructions authorizing transfer and cancellation of Book Entry Shares in accordance with the terms of such transmittal materials, the holder of such Certificate or of any Book Entry Shares shall be entitled to receive upon such surrender in exchange therefor a check in the Per Share Merger Consideration amount (after giving effect to any required Tax (as defined in cash, plus Section 5.1(m)) withholdings) of cash in respect of the right to receive after the Closing a portion of the proceeds Aggregate Merger Consideration that such holder is entitled to receive pursuant to this Article IV, and the Certificate so surrendered or the Book Entry Shares which are the subject of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates or such transfer and cancellation of any Book Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged paid upon due surrender of the Certificate may be issued and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Surviving CorporationExchange Agent or if written instructions authorizing the transfer of any Book Entry Shares are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebypaid.

Exchange Procedures. At or (A) As soon as practicable after the Effective TimeDate, Frontier or its designated third-party transfer agent (the “Exchange Agent”) shall mail to each holder of an outstanding record of a Certificate or Certificates, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Salem shall have the right to review both the letter of transmittal and the instructions prior to the Effective Date and provide reasonable comments thereon. Upon surrender of a Certificate or Certificates formerly representing any of the Shares (other than Excluded Shares) shall surrender for exchange and cancellation to the Surviving Corporation each of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))Exchange Agent, together with a duly properly executed Letter letter of Transmittal andtransmittal, upon acceptance thereof by the Surviving Corporation, holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Frontier Common Stock which such holder of Salem Common Stock became entitled to receive pursuant to the provisions of ARTICLE I hereof and (y) a check representing the amount of cash into in lieu of fractional shares, if any, which such holder’s Shares have been converted pursuant to this Agreement plus holder has the right to receive after the Closing a portion in respect of the proceeds Certificate or Certificates surrendered pursuant to the provisions of ARTICLE I, and the sale of certain assets as provided in Section 6.13. Until Certificate or Certificates so surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) shall forthwith be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration in cash, plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i)canceled. No interest will be paid or accrued on any amount the cash in lieu of fractional shares or the unpaid dividends and distributions, if any, payable upon due surrender to holders of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented thereby.

Exchange Procedures. At or Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of an outstanding Certificate or Certificates formerly representing any of the Shares record (other than Excluded Sharesthe Company or any of its Subsidiaries or Parent, Purchaser or any other subsidiary of Parent) shall surrender of a certificate or certificates that, immediately prior to the Surviving Corporation each Effective Time, evidenced outstanding Shares (the “Certificates”) (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent and the Company may reasonably agree and (ii) instructions for effecting the surrender of such holder’s Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), to the Exchange Agent together with a such letter of transmittal, duly executed Letter and completed in accordance with the instructions thereto, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Common Stock formerly represented by such Certificate as contemplated by Section 4.1(a)(i)and such Certificate shall then be canceled. No interest will be paid or accrued will accrue for the benefit of holders of the Certificates on any amount the Merger Consideration payable upon due the surrender of the Certificates. In the event of a transfer of ownership of Shares that Common Stock which is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender payment of the Certificate Merger Consideration may be issued made with respect to such Common Stock to such a transferee if the Certificate formerly representing such Shares shares of Common Stock is presented to the Surviving CorporationExchange 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. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebypaid.

Exchange Procedures. At or As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of an outstanding record of a Certificate or Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates formerly representing any shall pass, only upon proper delivery of the Shares (Certificates to the Paying Agent and which shall be in the form and have such other than Excluded Shares) shall surrender to customary provisions as Parent and the Surviving Corporation may specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the cash (pursuant to Section 2.7 hereof), in each case, to be received by the holder thereof pursuant to this Agreement. Upon surrender of such holder’s a Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c))for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed Letter in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of Transmittal and, upon acceptance thereof by the Surviving Corporation, such Certificate shall be entitled to receive in exchange therefor the amount of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion for each share of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share Company Common Stock formerly represented by such Certificate, to be mailed (or made available for collection by hand if so elected by the surrendering holder of a Certificate; provided that payment by hand is permissible by the Paying Agent) within three business days of receipt thereof (but in no case prior to the Effective Time), and the Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as contemplated by Section 4.1(a)(i)the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates on any amount the Merger Consideration payable upon due the surrender of the Certificates. In After the event of a Effective Time, there shall be no further transfer of ownership of Shares that is not registered in the transfer records of the CompanySurviving Corporation or its transfer agent of Certificates and, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is Certificates are presented to the Surviving CorporationCompany for transfer, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time they shall be paid to canceled against delivery of the holder of any unsurrendered Certificate with respect to the Shares represented therebyMerger Consideration.

Exchange Procedures. At or As promptly as practicable after the Effective Time, the Surviving Corporation shall send or cause to be sent to each holder of an outstanding Certificate or Certificates formerly representing any record of the Shares shares of Company Common Stock (other than Excluded Shares) shall surrender to transmittal materials for use in exchanging Certificates for the Merger Consideration. The Surviving Corporation each shall cause any check in respect of the Merger Consideration (together with any dividends or other distributions to which holders become entitled in accordance with this Article II upon surrender of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, Certificate) which such person shall be entitled to receive to be delivered to such person upon delivery to the amount Paying Agent of cash into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after the Closing a portion of the proceeds of the sale of certain assets as provided in Section 6.13. Until surrendered as contemplated by this Section 4.2(a), each Certificate Certificates formerly representing Shares (other than Excluded Shares) 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 in cash, plus the right to receive after the Closing a portion shares of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented Company Common Stock owned by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificatesperson. In the event of a transfer of ownership of Shares the shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a check person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. No interest will be paid on any such cash to be exchanged paid pursuant to this Article II upon due surrender such delivery. The Surviving Corporation shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of Certificates such amounts (if any) as the Surviving Corporation determines are required to be deducted or withheld under the Code (as defined in Section 10.04), or any provision of United States, state or local tax law or any foreign tax law applicable as a result of the Certificate may be issued residence, location, domicile or other facts relating to such transferee if holder. To the Certificate formerly representing such Shares is presented to extent that amounts are so withheld by the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of any unsurrendered Certificate with respect to the Shares represented therebysuch Certificates.

Exchange Procedures. At or Promptly after the Effective Time, the --------------------- Surviving Corporation shall cause to be mailed to each holder of an outstanding Certificate record of a certificate or Certificates formerly representing any of certificates (the Shares (other than Excluded Shares"Certificates") shall surrender which immediately prior ------------------ to the Surviving Corporation each Effective Time represented outstanding shares of such holder’s Certificate or Certificates (or affidavit of lost certificate in lieu thereof as provided in Section 4.2(c)), together with a duly executed Letter of Transmittal and, upon acceptance thereof by the Surviving Corporation, be entitled to the amount of cash Company Common Stock whose shares were converted into which such holder’s Shares have been converted pursuant to this Agreement plus the right to receive after shares of Parent Common Stock and cash in lieu of fractional shares pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Closing a portion Certificates shall pass, only upon delivery of the proceeds Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the sale Certificates in exchange for certificates representing shares of certain assets Parent Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as provided may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in Section 6.13. Until surrendered as contemplated by this Section 4.2(a)accordance with the instructions thereto, each the holder of such Certificate formerly representing Shares (other than Excluded Shares) shall be deemed at any time after entitled to receive in exchange therefor a certificate representing the Effective Time to represent only number of whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive upon such surrender pursuant to Section 1.6, and the Per Share Merger Consideration in cashCertificate so surrendered shall forthwith be canceled. Until so surrendered, plus each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the right to receive after the Closing a portion number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the proceeds of the sale of certain assets as provided in Section 6.13, with respect to each such Share represented by such Certificate as contemplated by Section 4.1(a)(i). No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Surviving Corporation, accompanied by all documents required to evidence and effect such transfer and to evidence that any stock transfer taxes have been paid or are not applicable. No dividends or other distributions with respect to Shares with a record date after the Effective Time shall be paid to the holder issuance of any unsurrendered Certificate fractional shares in accordance with respect to the Shares represented therebySection 1.6.