Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause instruct 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f(the “Certificates”) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifybe in reasonable and customary form) and (ii) 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 for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Stock formerly represented by such Certificate (after taking into account all shares of Company Common Stock then held by such holder), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions 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 Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that any applicable stock transfer taxes, if any, have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event later than 10 days after the Effective Time), Parent shall cause the Exchange Agent to shall mail or personally deliver to each holder of record (as of the Effective Timeor his or her attorney-in-fact) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares (the “Certificates”), whose shares Shares were converted into the right to shares of Parent Associated Common Stock pursuant to Section 1.6, 1.06 and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dFractional Shares (if any), (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 (or an affidavit of lost certificate in a form reasonably acceptable to the Exchange Agent and, if reasonably required by the Exchange Agent, the posting of a bond, in such amount as the Exchange Agent may require, as indemnity against any claim made against it with respect to such lost certificate) and shall contain be in such form and have such other provisions as Parent Associated may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Associated Common Stock, Stock and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dFractional Shares (if any). Upon The foregoing letter of transmittal and instructions shall be subject to prior approval of the Company, which approval shall not be unreasonably withheld. At the Effective Time and upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Parent Associated Common Stock into which their shares of Company Common Stock were converted at such holder has the Effective Time, payment right and cash in lieu of fractional shares which Fractional Shares (if any), (after taking into account all Shares then held by such holders have the right to receive pursuant to Section 1.6(fholder) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceledcanceled and a certificate representing shares of Associated Common Stock and the cash in lieu of Fractional Shares (if any) shall be sent as promptly as practicable to such holder. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Associated Common Stock and the cash in lieu of Fractional Shares (if any) may be issued to a transferee if the Certificate representing such Shares 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. The Exchange Agent shall make reasonable efforts to make available additional letters of transmittal and instructions to all such persons who become holders (or beneficial owners) of Company Common Stock. Certificates surrendered for exchange by any affiliate of the Company shall not be exchanged for certificates representing shares of Associated Common Stock and cash in lieu of Fractional Shares (if any) until Associated has received a written agreement from such person as provided in Section 4.04 hereof. Until so surrenderedsurrendered as contemplated by this Section 1.07, outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to the payment of dividends, to evidence represent only the ownership of the 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 upon such surrender the certificate representing shares of Associated Common Stock and cash in lieu of the issuance of any fractional shares in accordance with Fractional Shares (if any) as contemplated by Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.07(e).

Exchange Procedures. Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent Abraxas shall cause instruct the Exchange Agent to mail to each record 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificates (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent Agent, and shall contain such other provisions as Parent may reasonably specifybe in customary form and agreed to by Abraxas and Energy prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for certificates representing shares the Merger Consideration payable in respect of Parent the Energy Common StockUnits represented by such Certificates. Promptly after the Effective Time, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation to the Exchange Agent or to together with such letters of transmittal, properly completed and duly executed, and such other agent or agents documents as may be appointed by Parent, together with required pursuant to such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoinstructions, the holders of such Certificates (or effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefor certificates representing the number of whole certificate(s) evidencing shares of Parent Abraxas Common Stock into which their shares Stock. No interest shall be paid or accrued on any Merger Consideration. In the event of Company a transfer of ownership of Energy Common Stock were converted Units that is not registered in the transfer records of Energy, the Merger Consideration payable in respect of such Energy Common Units may be paid to a transferee if the Certificate representing such Energy Common Units is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time, payment in lieu of fractional shares which such holders have Time to represent only the right to receive pursuant to Section 1.6(f) and any dividends or distributions upon such surrender the Merger Consideration without interest payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership in respect of the number of full shares of Parent Energy Common Stock into which Units represented by such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Certificate.

Exchange Procedures. Promptly after the Effective Time, Parent Acquiror ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock whose shares were converted into the right to receive shares of Parent Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Acquiror Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Acquiror Common Stock into which such shares of Company Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividendsdividends and other distributions, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly Within five (5) business days after the ------------------- Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed 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 Wood Capital Stock, whose shares were converted into the right to receive shares of Parent iPrint Common Stock pursuant to Section 1.6, (and cash in lieu of any fractional shares shares) pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)2.2, (i) a letter of transmittal (which, among other customary terms and terms in customary form (which accordance and consistent with the provisions of this Article II, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates by the Exchange Agent), the form of which shall be approved by Wood prior to the Exchange Agent and shall contain Closing, (ii) such other provisions customary documents as Parent may reasonably specify) be required pursuant to such instructions, and (iiiii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent iPrint Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentiPrint, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (A) a certificate representing the number of whole shares of Parent iPrint Common Stock into to which their the holder is entitled pursuant to Section 2.2 less the number of shares of Company iPrint Common Stock were converted at to be deposited into the Effective TimeEscrow on such Shareholder's behalf pursuant to Sections 2.4 hereof, payment (B) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(d), and (C) cash (without interest) in lieu respect of fractional shares which such holders have the right to receive pursuant to as provided in Section 1.6(f2.2(c) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Wood Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to other than the payment of dividends, to evidence only the ownership of the number of full shares of Parent iPrint Common Stock into which such shares of Company Common Wood Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificate (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 be in such form and have such other provisions as Parent may reasonably specifyacceptable to Hxxxxx) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares the same number of Parent Common Stock, Class A Merger Shares and any cash payable in lieu of any fractional shares pursuant to Section 1.6(f6.2(i) and any dividends or other distributions to be paid or issued pursuant to the last sentence of Section 1.7(d6.2(c). Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with a duly executed copy of such letter of transmittal, duly completed transmittal and validly executed in accordance compliance with the instructions theretoall such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) one or more certificates representing the number of whole Class A Merger Shares equal to one-fourth of the number of shares of Parent Stratex Common Stock into which their shares represented by such Certificate (rounded down to the next full number of Company Common Stock were converted at such shares), (B) a check in the Effective Time, payment amount (after giving effect to any required tax withholdings as provided in Section 6.2(g)) of any cash payable in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f6.2(i) plus any cash dividends and distributions such holder is entitled to receive upon such surrender pursuant to Section 6.2(c), and (C) any non-cash dividends or distributions such holder is entitled to receive upon such surrender, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. If the issuance of a certificate representing Class A Merger Shares or any dividends or distributions is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent to such payment that (x) the Certificate so surrendered be properly endorsed or shall be otherwise in proper form for transfer and (y) the Person requesting such payment shall have established to the satisfaction of the Surviving Corporation that all transfer and other Taxes required by reason of the payment of the Merger Consideration and any dividends or distributions payable pursuant to Section 1.7(d), and a Person other than the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership registered holder of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall surrendered Certificate have been so converted and the right paid or are not required to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)be paid.

Exchange Procedures. Promptly after the Effective TimeTime (and in no event later than two (2) Business Days thereafter), Parent shall cause the Exchange Paying Agent to mail to each Person who was a holder of record (as of the Effective Time) shares of a certificate or certificates (the "Certificates"), which Company Common Stock immediately prior to the Effective Time represented outstanding Time, whose shares of Company Common Stock whose shares were converted into shares of Parent Common Stock the right to receive the Per Share Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), 1.8: (i) a letter of transmittal in customary form for use in effecting the surrender of Certificates or Book-Entry Shares (which transmittal letter shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) Paying Agent); and (ii) instructions for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Per Share Merger Consideration. Upon surrender of Certificates a Certificate or a Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with such other documents as may reasonably be required by Parent or the instructions theretoPaying Agent, the holders holder of such Certificates Certificate or Book-Entry Share shall be entitled to receive in exchange therefor certificates representing the number Per Share Merger Consideration for each share of whole shares of Parent Company Common Stock into which their formerly represented by such Certificate (or affidavit of loss in lieu thereof as provided in Section 1.13(e)) or Book-Entry Share, net of applicable Taxes withheld pursuant to Section 1.13(f), and the Certificate or Book-Entry Shares so surrendered shall then be cancelled. If payment of any Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate(s) formerly representing shares of Company Common Stock were converted at are registered in the Effective Timetransfer records of the Company, it shall be a condition of payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceledproperly 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 Parent that such Tax has been paid or is not applicable. Payment of the applicable Per Share Merger Consideration with respect to Book-Entry Shares shall be made only to the Person in whose name such Book-Entry Shares are registered. Until so surrenderedsurrendered in accordance with this Section 1.13, outstanding Certificates will subject to the rights of holders of Dissenting Shares, each Certificate and Book-Entry Share shall be deemed at all times from and after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to the payment of dividends, to evidence represent only the ownership right to receive upon such surrender the Per Share Merger Consideration that the holder thereof has the right to receive in respect of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and any dividends previously represented by such Certificate or distributions payable Book-Entry Share pursuant to Section 1.7(d).1.8. No interest shall be paid or shall accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article I.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued 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 paid.

Exchange Procedures. Promptly No later than promptly after the Effective Time, 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 ”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.62.6(b), cash in lieu of any fractional shares pursuant to Section 1.6(f2.6(g) and any dividends or other distributions pursuant to Section 1.7(d2.8(b), (i) a letter of transmittal in customary form (which shall specify that delivery include a joinder provision pursuant to which the signatory thereto shall agree to be effected, and risk of loss and title to bound by the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyset forth in ARTICLE 9 hereof) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, Parent 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 Parent (including any required Form W-9 or Form W-8), the holders of such Certificates shall be entitled to receive in exchange therefor (x) certificates representing the number of whole shares of Parent Common Stock (after aggregating all Certificates surrendered by such holder) into which their such holder is entitled pursuant to Section 2.6(b), less the number of shares of Company Parent Common Stock were converted at to be deposited in the Effective TimeEscrow Account pursuant to Section 2.9, payment (y) a check in the amount of dollars in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f2.6(g) and (z) any dividends or distributions payable pursuant to Section 1.7(d2.8(b), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of right to receive upon surrender thereof the number of full whole shares of Parent Common Stock into to which such shares of Company Common Stock shall have been so converted and the right holder is entitled pursuant to receive Section 2.6(b), an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f2.6(g) and any dividends or distributions payable pursuant to Section 1.7(d2.8(b). No interest will be paid or accrued on any cash payable in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and cash payable in lieu of fractional shares may be issued to a transferee if the Certificate representing such shares of Company Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Parent but no later than five (5) Business Days after the Effective Date, Acquiror shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock Stock, whose shares were converted into the right to receive shares of Parent Acquiror Common Stock pursuant to Section 1.6, and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.6, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Acquiror Common Stock, Stock and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)shares. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor therefor, and Acquiror shall cause the Exchange Agent to promptly send to the holder, one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing the number of whole shares of Parent Acquiror Common Stock into which their shares and payment of Company Common Stock were converted at the Effective Time, payment cash in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f) 1.6 and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d1.7(c), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Target Common Stock which is not registered in the transfer records of Target as of the Effective Time, shares of Acquiror Common Stock, dividends, distributions and cash in respect of fractional shares may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Target Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to Section 1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full right to receive shares of Parent Acquiror Common Stock into which such shares of Company Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate Certificate (other than MeriStar, ASC, Merger Sub, any ASC Subsidiary or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(fMeriStar Subsidiary) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify specifying that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of Certificates) to the Exchange Agent Agent, in a form and shall contain such with other customary provisions as Parent may reasonably specify) specified by ASC, and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for (A) certificates representing shares of Parent ASC Common Stock, (B) cash in lieu of any fractional shares pursuant to Section 1.6(fand (C) any unpaid dividends and any dividends or other distributions pursuant to Section 1.7(d)distributions. Upon surrender of Certificates 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 theretoexecuted, the holders holder of such Certificates that Certificate shall be entitled to receive in exchange therefor certificates (1) a certificate representing the that number of whole shares of Parent ASC Common Stock into which their shares that the holder is entitled to receive under this Article II, (2) a check in the amount (after giving effect to any required tax withholding) of Company Common Stock were converted at the Effective Time, payment (x) any cash in lieu of fractional shares which plus (y) any unpaid dividends (other than stock dividends) and any other dividends or other distributions that such holders have holder has the right to receive pursuant under the provisions of this Article II, and the Certificate so surrendered shall immediately be 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 MeriStar Common Stock that is not registered in the transfer records of MeriStar, a certificate representing the proper number of shares of ASC Common Stock, together with a check for any cash to Section 1.6(f) be paid upon the surrender of the Certificate and any other dividends or distributions payable pursuant in respect of those shares, may be issued or paid to Section 1.7(d), and such a transferee if the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as Certificate formerly representing such MeriStar Common Stock is presented to the payment of dividendsExchange Agent, accompanied by all documents required to evidence only and effect the ownership of the number of full transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent ASC Common Stock into is to be issued in a name other than that in which the surrendered Certificate is registered, it shall be a condition of such shares of Company Common Stock exchange that the person requesting such exchange shall have been so converted and the right to receive an amount in cash in lieu pay any transfer or other taxes required by reason of the issuance of any fractional certificates for shares of ASC Common Stock in accordance with Section 1.6(f) and any dividends a name other than that of the registered holder of the surrendered Certificate, or distributions payable pursuant shall establish to Section 1.7(d)the satisfaction of ASC or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. (i) Promptly after the Effective Time, Parent Newco shall cause its transfer agent and registrar, American Stock Transfer & Trust Company, acting as the exchange agent (the "Exchange Agent Agent"), to mail to each holder the former shareholders 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of JWCFS appropriate transmittal in customary form materials (which shall specify that delivery shall be effected, and the risk of loss and title to the Certificates certificates theretofore representing shares of JWCFS Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent) advising such holder of the effectiveness of the Share Exchange and the procedure for surrendering to the Exchange Agent and shall contain (who may appoint forwarding agents with the approval of Newco) such other provisions as Parent may reasonably specify) and (ii) instructions certificates for use in effecting the surrender exchange into certificates evidencing Newco Common Stock. Each holder of the Certificates in exchange for certificates representing theretofore evidencing shares of Parent JWCFS Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon upon proper surrender of Certificates for cancellation thereof 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 theretosuch transmittal form, the holders of such Certificates shall be entitled promptly to receive in exchange therefor certificates representing evidencing Newco Common Stock deliverable in respect of the number of whole shares of Parent JWCFS Common Stock into which their evidenced by the certificates so surrendered, together with all undelivered dividends and distributions in respect of such shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive (without interest thereon) pursuant to Section 1.6(f) and 2.7(b). Newco shall not be obligated to deliver the consideration to which any dividends former holder of JWCFS Common Stock is entitled as a result of the Share Exchange until such holder surrenders such holder's certificate or distributions payable pursuant to certificates representing the shares of JWCFS Common Stock for exchange as provided in this Section 1.7(d2.7(a), and the Certificates . The certificate or certificates of JWCFS Common Stock so surrendered shall forthwith be canceledduly endorsed as the Exchange Agent may require. Until so surrenderedAny other provision of this Agreement notwithstanding, outstanding Certificates will neither Newco nor the Exchange Agent shall be deemed from and after the Effective Time, for all corporate purposes, subject liable to Section 1.7(d) as to the payment a holder of dividends, to evidence only the ownership of the number of full shares of Parent JWCFS Common Stock into which such shares of Company Common Stock shall have been so converted and the right for any amounts paid or property delivered in good faith to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable a public official pursuant to Section 1.7(d)any applicable abandoned property law.

Exchange Procedures. Promptly after the Effective Time, 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 the Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.61.06(a), cash in lieu of any fractional shares pursuant to Section 1.6(f1.06(d) and any dividends or other distributions pursuant to Section 1.7(d1.07(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common StockStock pursuant to Section 1.06(a), cash in lieu of any fractional shares pursuant to Section 1.6(f1.06(d) and any dividends or other distributions pursuant to Section 1.7(d1.07(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Timepursuant to Section 1.06(a), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.06(d) and any dividends or distributions payable pursuant to Section 1.7(d1.07(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.07(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of the Company Common Stock shall have been so converted and pursuant to Section 1.06(a), the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.06(d) and any dividends or distributions payable pursuant to Section 1.7(d1.07(d).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (of Shares 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon delivery of the Certificates Shares to the Exchange Agent and which shall contain such other provisions as be in form and substance reasonably satisfactory to Parent may reasonably specifyand the Company) and (ii) instructions for use in effecting the surrender of the Certificates Shares in exchange for certificates representing whole shares of Parent Common StockStock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 1.6(f2.1(d) and any dividends or other distributions payable pursuant to Section 1.7(d2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of Certificates Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, 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 holders Exchange Agent or Parent, the holder of such Certificates Shares shall be entitled to receive in exchange therefor certificates representing the that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which their shares of Company Common Stock were converted at the Effective Timesuch holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is affirmatively requested), payment by cash or check in lieu of fractional shares of Parent Common Stock which such holders have the right holder is entitled to receive pursuant to Section 1.6(f2.1(d) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c), and the Certificates Shares so surrendered shall forthwith be canceledcancelled. If any portion of the Merger Consideration is to be registered in the name of a person other than the person in whose name the applicable surrendered Share is registered, it shall be a condition to the registration thereof that the surrendered Share be in proper form for transfer and that the person requesting such delivery of the Merger Consideration pay any and all transfer and other similar Taxes required to be paid as a result of such registration in the name of a person other than the registered holder of such Share or establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until so surrenderedsurrendered as contemplated by this Section 2.2(b), outstanding Certificates will each Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to the payment of dividends, to evidence represent only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) Merger Consideration (and any dividends amounts to be paid pursuant to Section 2.1(d) or distributions Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on or with respect to the Merger Consideration or on or with respect to any amount payable pursuant to Section 1.7(d2.1(d) or Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (as other than holders of the Effective TimeExcluded Shares) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent Agent, such letter of transmittal to be in such form and shall contain have such other provisions as Parent and the Company may reasonably specify) agree prior to the Effective Time, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Parent Common Stock, Stock and (B) any unpaid dividends and other distributions and cash in lieu of any fractional shares pursuant shares. Subject to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d4.2(h). Upon , upon surrender of Certificates 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 theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (x) a certificate representing the that number of whole shares of Parent Common Stock into which their shares that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of Company Common Stock were converted at the Effective Time, payment (A) any cash in lieu of fractional shares which plus (B) any unpaid dividends or other distributions that such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)the provisions of this Article IV, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates No interest will be deemed from 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 certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate and after any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Effective Time, for all corporate purposes, subject to Section 1.7(d) as Certificate formerly representing such Shares is presented to the payment of dividendsExchange Agent, accompanied by all documents required to evidence only the ownership of the number of full and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock into 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 shares of Company Common Stock exchange that the Person (as defined below) requesting such exchange shall have been so converted and the right to receive an amount in cash in lieu pay any transfer or other taxes required by reason of the issuance of any fractional certificates for shares of Parent Common Stock in accordance with Section 1.6(f) and any dividends a name other than that of the registered holder of the Certificate surrendered, or distributions payable pursuant shall establish to Section 1.7(d)the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. Promptly after the Effective Time, 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock to be exchanged pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(fSections 1.6 and 1.9, after giving effect to any required Tax (as defined herein) and any dividends or distributions payable pursuant to Section 1.7(d)withholdings, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after At any time following the first anniversary of the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the or any number of full shares of Parent Common Stock into (and any or all cash payable in lieu of fractional shares of Parent Common Stock) deposited with or made available to the Exchange Agent pursuant to Section 1.10(b), which remain undistributed to the holders of the Certificates representing shares of Company Common Stock, shall be delivered to Parent upon demand, and thereafter such holders of unexchanged shares of Company Common Stock shall have been so converted and be entitled to look only to Parent (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the right to receive an amount in cash in lieu shares of the issuance Parent Common Stock for payment upon due surrender of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)their Certificates.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of Shares (as other than holders of the Effective TimeExcluded Shares) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent Agent, such letter of transmittal to be in such form and shall contain have such other provisions as Parent and the Company may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for (A) certificates representing shares of Parent Common Stock, Stock and (B) any unpaid dividends and other distributions and cash in lieu of any fractional shares pursuant shares. Subject to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d4.2(g). Upon , upon surrender of Certificates 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 theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (x) a certificate representing the that number of whole shares of Parent Common Stock into which their shares that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of Company Common Stock were converted at the Effective Time, payment (A) any cash in lieu of fractional shares which plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)the provisions of this Article IV, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from 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 certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate and after any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Effective Time, for all corporate purposes, subject to Section 1.7(d) as Certificate formerly representing such Shares is presented to the payment of dividendsExchange Agent, accompanied by all documents required to evidence only the ownership of the number of full and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock into 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 shares of Company Common Stock exchange that the Person (as defined below) requesting such exchange shall have been so converted and the right to receive an amount in cash in lieu pay any transfer or other taxes required by reason of the issuance of any fractional certificates for shares of Parent Common Stock in accordance with Section 1.6(f) and any dividends a name other than that of the registered holder of the Certificate surrendered, or distributions payable pursuant shall establish to Section 1.7(d)the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. Promptly after the Effective Time, Parent Neoforma shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Healthvision Stock whose shares were converted into shares of Parent Neoforma Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent Neoforma may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Neoforma Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Neoforma Common Stock into which their shares of Company Common Healthvision Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Neoforma Common Stock into which such shares of Company Common Healthvision Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Neoforma Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Healthvision Stock which is not registered in the transfer records of Healthvision, a certificate representing the proper number of shares of Neoforma Common Stock may be issued to a transferee if the Certificate representing such shares of Healthvision 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.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent ATC shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record (as of Shares entitled to receive the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), 2.1(a): (i) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)such letter of transmittal. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates therefor: (A) a certificate representing the that number of whole shares of Parent ATC Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive in respect of the Shares formerly represented by such Certificate after taking into account all Shares then held by such holder, and (B) cash in lieu of any fractional shares of ATC Common Stock to which such holder is entitled pursuant to Section 1.6(f2.4(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d2.4(c), and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.4(c) or (e). In the event of a transfer of ownership of Shares that is not registered in the transfer records of SpectraSite, a certificate representing the proper number of shares of ATC Common Stock and a check for cash in lieu of any fractional shares of ATC Common Stock to which such holder is entitled pursuant to Section 2.4(e) and for any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(c) may be issued to a transferee if the Certificate representing such Shares 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 so surrenderedsurrendered as contemplated by this Section 2.4, outstanding Certificates will each Certificate shall be deemed from and at all times after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to the payment of dividends, to evidence represent only the ownership of the 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 upon such surrender the Merger Consideration, the cash in lieu of the issuance of any fractional shares in accordance with of ATC Common Stock to which such holder is entitled pursuant to Section 1.6(f2.4(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d2.4(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent United 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 Certificate whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant 2.1(a)(iii) into the right to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), receive the Merger Consideration (i) a letter of transmittal in customary form as reasonably agreed by the parties which (which A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and (B) shall contain have such other provisions as Parent United and Continental may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration. Upon proper surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, 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 holders Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a United Common Certificate representing the that number of whole shares of Parent United Common Stock into which their that such holder has the right to receive in respect of the aggregate number of shares of Company Continental Common Stock were converted at the Effective Time, payment previously represented by such Certificate pursuant to Section 2.1 and a check representing cash in lieu of fractional shares which such holders have that the holder has the right to receive pursuant to Section 1.6(f2.2(e) and in respect of any dividends or other distributions payable that the holder has the right to receive pursuant to Section 1.7(d2.2(c), and the Certificates Certificate so surrendered shall forthwith immediately be canceled. Until so surrenderedIn the event of a transfer of ownership of Continental Common Stock that is not registered in the transfer records of Continental, outstanding Certificates will be deemed from and after a United Common Certificate representing the Effective Time, for all corporate purposes, subject proper number of shares of United Common Stock pursuant to Section 1.7(d) as to 2.1 and a check representing cash in lieu of fractional shares that the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and holder has the right to receive an amount pursuant to Section 2.2(e) and in respect of any dividends or other distributions that the holder has the right to receive pursuant to Section 2.2(c) may be delivered to a transferee if the Certificate representing such Continental 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 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder of such Certificate has the right to receive in respect of such Certificate pursuant to Section 2.1 (and cash in lieu of the issuance of any fractional shares in accordance with pursuant to Section 1.6(f2.2(e) and in respect of any dividends or other distributions payable pursuant to Section 1.7(d2.2(c)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to ) that represented as of the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock to be exchanged pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(fSections 1.6 and 1.11, after giving effect to any required (as defined herein) and any dividends or distributions payable pursuant to Section 1.7(d)Tax withholdings, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and At any time following 6 months after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the or any number of full shares of Parent Common Stock into (and any or all cash payable in lieu of fractional shares of Parent Common Stock) deposited with or made available to the Exchange Agent pursuant to Section 1.12(b), which remain undistributed to the holders of the Certificates representing shares of Company Common Stock, shall be delivered to Parent upon demand, and thereafter such holders of unexchanged shares of Company Common Stock shall have been so converted and be entitled to look only to Parent (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the right to receive an amount in cash in lieu shares of the issuance Parent Common Stock for payment upon due surrender of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)their Certificates.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the The Exchange Agent to shall mail to each ------------------- holder of record (as of the Effective Time) of a certificate an OSI Certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent LRC Common Stock pursuant to Section 1.6, (and cash in lieu of any fractional shares shares) pursuant to Section 1.6(f) 1.6 promptly after the Effective Time (and in any dividends or other distributions pursuant event no later than three business days after the later to Section 1.7(d), occur of the Effective Time and receipt by LRC of a complete list from OSI of the names and addresses of its holders of record): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the OSI Certificates shall pass, only upon delivery receipt of the OSI Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent LRC may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the OSI Certificates in exchange for certificates representing shares of Parent Common Stock, LRC Certificates (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates an OSI Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentLRC, together with such letter of transmittal, duly completed and validly executed in accordance with executed, and such other documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates OSI Certificate shall be entitled to receive in exchange therefor certificates a LRC Certificate representing the number of whole shares of Parent LRC Common Stock into which their shares and payment of Company Common Stock were converted at the Effective Time, payment cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates OSI Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates OSI Certificate that, prior to the Effective Time, represented shares of OSI Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to purposes other than the payment of dividendsdividends and distributions, to evidence only the ownership of the number of full shares of Parent LRC Common Stock into which such shares of Company OSI Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and 1.6. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of OSI Certificates pursuant to Section 1.7(d)the provisions of this Article 1.

Exchange Procedures. Promptly after the Effective Time, Parent but in no event later than five (5) days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock Target Capital Stock, whose shares were converted into the right to receive shares of Parent Common Acquiror Capital Stock pursuant to Section 1.6, (and cash in lieu of any fractional shares shares) pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)2.6, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in customary form and have such other provisions as Parent Acquiror may reasonably specify); (ii) such other customary documents as may be required pursuant to such instructions; and (iiiii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, Acquiror Capital Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittaltransmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing therefore (i) the number of whole shares of Parent Common Stock into Acquiror Capital Stock; (ii) any dividends or other distributions to which their shares of Company Common Stock were converted at the Effective Time, payment such holder is entitled pursuant to Section 2.7(d); and (iii) cash (without interest) in lieu respect of fractional shares which such holders have the right to receive pursuant to as provided in Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.6(f), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that prior to the Effective Time represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to purposes other than the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Acquiror Capital Stock into which such shares of Company Common Target Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)2.6.

Exchange Procedures. Promptly As soon as practicable after the Acquisition Merger Effective Time, Parent Nanometrics Delaware shall cause instruct 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 Acquisition Merger Effective Time represented outstanding shares of Company Common Stock whose shares (the "Certificates") that were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant 2.6(a) into the right to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), receive the Merger Consideration (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent Nanometrics Delaware may reasonably specifyspecify that are not inconsistent with the terms of this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, the cash amount in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f3.2(d) and any dividends or distributions payable pursuant to Section 1.7(d3.2(e). Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive (A) certificates evidencing the Merger Consideration which such holder has the right to receive pursuant to Section 2.6(a) in respect of the shares of Company Common Stock formerly evidenced by such Certificate, (B) cash in lieu of any fractional shares of Nanometrics Delaware Common Stock to which such holder is entitled pursuant to Section 3.2(d), and (C) any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(d), after giving effect to any tax withholdings required by applicable Law, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Acquisition Merger Effective Time, a certificate representing the proper number of shares of Nanometrics Delaware Common Stock may be issued to a transferee if the Certificate evidencing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 3.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Acquisition Merger Effective Time, represented shares of Company Common Stock will be deemed deemed, from and after the Acquisition Merger Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence represent only the ownership of the 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 upon surrender the Merger Consideration and any cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions of Nanometrics Delaware Common Stock payable pursuant to Section 1.7(d3.2(d), in accordance with the terms of this Agreement.

Exchange Procedures. Promptly after the Effective Time, Parent Alydaar 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 ) that immediately prior to the Effective Time represented outstanding shares of Company DSNC Common Stock whose shares were converted into shares of Parent Alydaar Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d), (i) a letter of transmittal in customary form (which shall 5 11 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 Parent Alydaar may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Alydaar Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAlydaar, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Alydaar Common Stock into which their shares of Company DSNC Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Alydaar Common Stock into which such shares of Company DSNC Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates")) which, which immediately prior to the Effective Time Time, represented outstanding shares of Company RadioMetrix Common Stock whose shares were converted into the right to receive shares of Parent SmartGate Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), : (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent SmartGate may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent SmartGate Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSmartGate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates therefor, a certificate representing the number of whole shares of Parent SmartGate Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive holder is entitled pursuant to the Merger Consideration payment provisions of Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of RadioMetrix Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to other than the payment of dividends, to evidence only the ownership of the number of full shares of Parent SmartGate Common Stock into which such shares of Company RadioMetrix Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with the Merger Consideration payment provisions of Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly As soon as practicable after the ------------------- Effective Time, Parent Newco shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or Newco Stock Recipients that holds any certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company representing VERITAS Common Stock whose shares were being exchanged or converted into shares of Parent Newco Common Stock pursuant to Section 1.6hereto (collectively, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), the "CERTIFICATES"): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent VERITAS and SSI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Newco Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to Agent, together with a duly executed letter of transmittal and such other agent or agents documents as may be appointed reasonably required by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoExchange Agent, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Parent Newco Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment and cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) the provisions of this Agreement and any dividends or distributions payable pursuant to Section 1.7(d)the Certificate of Merger, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrenderedCertificates which immediately prior to the Effective Time represented issued and outstanding shares of VERITAS Common Stock do not need to be delivered to the Exchange Agent and, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposessuch certificates shall be deemed to evidence the ownership of an equal number of full shares of Newco Common Stock. In the event of a transfer of ownership of shares of VERITAS Common Stock which is not registered on the transfer records of VERITAS, subject a certificate representing the proper number of shares of Newco Common Stock may be issued to Section 1.7(d) as a transferee, if the Certificate representing such VERITAS Common Stock is presented to the payment 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 6.2 and the Certificate of dividendsMerger, each Certificate shall be deemed, on and after the Effective Time, to evidence only the ownership of the number of full shares of Parent Newco Common Stock into which such shares of Company VERITAS Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain containing 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Timethat such holder has a right to receive pursuant to Section 1.6(a), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividendsdividends or other distributions, to evidence only the ownership of right to receive the number of full shares of Parent Common Stock into which issuable in exchange for such shares of Company Common Stock shall have been so converted pursuant to Section 1.6(a) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- shall cause instruct 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued 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 paid.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares were converted into exchanged for shares of Parent Common Stock pursuant to Section 1.61.4, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(e) and any dividends or other distributions pursuant to Section 1.7(d1.4(d), subject to receipt of (i) a duly completed and validly executed 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 Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(e) and any dividends or other distributions pursuant to Section 1.7(d1.4(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock Shares were converted exchanged at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.4(e) and any dividends or distributions payable pursuant to Section 1.7(d1.4(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.4(d) as to the payment of dividendsdividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted Shares are entitled to be exchanged and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.4(e) and any dividends or distributions payable pursuant to Section 1.7(d1.4(d).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed 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 Target Common Stock Stock, whose shares were converted into the right to receive shares of Parent Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cash and certificates representing shares of Parent Acquiror Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates cash and a certificate representing the number of whole shares of Parent Acquiror Common Stock into which their shares of Company Common Stock were converted at the Effective Time, and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable 1.6 (less the number of shares of Acquiror Common Stock to be deposited in the Escrow Fund on such holder's behalf pursuant to Section 1.7(dArticle VIII hereof), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to other than the payment of dividends, to evidence only the ownership of the number of full shares of Parent Acquiror Common Stock into which such shares of Company Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of accordance with Section 1.6. As soon as practicable after the issuance of any fractional shares Effective Time, and subject to and in accordance with the provisions of Section 1.6(f8.3 hereof, Acquiror shall cause to be delivered to the Escrow Agent (as defined in Section 8.3 hereof) and any dividends a certificate or distributions payable certificates (the "Escrow Certificates") representing a number of shares of Acquiror Common Stock equal to the Escrow Consideration divided by the Closing Price (which shall be registered in the name of the Escrow Agent as nominee for such stockholders of Target). The "Escrow Consideration" shall be 5% multiplied by the Initial Target Stockholder Consideration otherwise deliverable to the Principal Stockholder pursuant to Section 1.7(d1.6 (calculated prior to reduction for the Debt in excess of $3,000,000 to be repaid pursuant to Section 1.6(a)(iv) and Section 5.25). The shares deposited in the Escrow Fund shall be beneficially owned by the Principal Stockholder and shall be held in escrow and shall be available to compensate Acquiror for certain damages as provided in Article VIII. To the extent not used for such purposes, such shares shall be released, all as provided in Article VIII hereof.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Series B Preferred Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as reasonably practicable after entry of the EFH Confirmation Order (as defined below) and in any event not later than the third (3rd) Business Day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate Certificate or certificates (the "Certificates"), which Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Shares, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates and Book-Entry Shares shall pass, only upon delivery of the such Certificates or Book-Entry Shares, as applicable, to the Exchange Agent and shall contain be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Certificates or Book-Entry Shares in exchange for certificates representing whole shares of Parent Common Stock, Stock and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d4.2(g). Upon surrender of Certificates a Certificate or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, 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 holders Exchange Agent, the holder of such Certificates Certificate or Book-Entry Share shall be entitled to receive in exchange therefor certificates representing the (as promptly as possible but in any event within three (3) Business Days following such surrender) that number of whole shares of Parent Common Stock into (which their shares of Company Common Stock were converted at the Effective Timeshall be in uncertificated book-entry form through a direct registration system unless a physical certificate is requested), payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to the provisions of this Article IV and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d4.2(g), and the Certificates each Certificate or Book Entry Share so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment event of dividends, to evidence only the a transfer of ownership of Shares that is not registered in the transfer records of the Company, the proper number of full shares of Parent Common Stock into which may be issued to a Person other than the Person in whose name the Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Company Parent Common Stock to a Person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 4.2(b), each Certificate and Book-Entry Share shall have been so converted and be deemed at any time after the Effective Time to represent only the right to receive an amount upon such surrender the Merger Consideration applicable thereto, which the holder thereof has the right to receive in respect of such Certificate or Book-Entry Share pursuant to the provisions of this Agreement, including, for the avoidance of doubt, cash in lieu of the issuance of any fractional shares share of Parent Common Stock payable as part of the Merger Consideration applicable thereto, in accordance with Section 1.6(f) and 4.2(g), together with any unpaid dividends or distributions thereon with a record date on or after the Effective Time payable at such time in accordance with Section 4.2(k). No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates or Book-Entry Shares pursuant to Section 1.7(d)the provisions of this Article IV. The portion of the Merger Consideration receivable by any holder of a Certificate or Book-Entry Shares shall be aggregated with respect to all Shares held by such holder immediately prior to the Effective Time, and following such aggregation, the Exchange Agent shall determine the number of whole and fractional shares of Parent Common Stock to which such holder is entitled for purposes of this Article IV.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent Upgrade shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) Time of a certificate Certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Upgrade Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such a duly executed letter of transmittal, duly completed transmittal and validly executed in accordance with such other documents as the instructions theretoExchange Agent shall require, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Upgrade Common Stock into to which their shares the holder of Company Common Stock were converted at the Effective Time, payment is entitled pursuant to Section 2.1 hereof plus cash in lieu of fractional shares which such holders have the right to receive pursuant to as provided in Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates 2.1.6. The Certificate so surrendered shall forthwith be canceled. Until so surrenderedNotwithstanding any other provision of this Agreement, outstanding until holders of Certificates will have surrendered them for exchange as provided herein, (i) no dividends or other distributions shall be deemed from paid with respect to any shares represented by such Certificates and no payment for fractional shares shall be made, and (ii) without regard to when such Certificates are surrendered for exchange as provided herein, no interest shall be paid on any dividends or other distributions or any payment for fractional shares. Upon surrender of a Certificate, there shall be paid to the holder of such Certificate the amount of any dividends or other distributions which after the Effective TimeTime became payable, for all corporate purposesbut which were not paid by reason of the foregoing, subject with respect to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full whole shares of Parent Upgrade Common Stock into which represented by the certificate or certificates issued upon such shares of Company surrender. If any certificate for Upgrade Common Stock is to be issued in a name other than in which the Certificate surrendered in exchange therefor is registered, it shall have been so converted and be a condition of such exchange that the right to receive an amount in cash in lieu person requesting such exchange pay any transfer or other taxes required by reason of the issuance of any fractional certificates for such shares of Upgrade Common Stock in accordance a name other than that of the registered holder of the Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. In connection with Section 1.6(f) and any dividends or distributions payable its undertakings pursuant to this Section 1.7(d)2.2.3, the Exchange Agent shall be entitled to withhold any income taxes as required by the Code.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent Newco shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record (as of Boulevard Conversion Shares entitled to receive the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock Boulevard Per Share Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), 4.1(a)(i): (i) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)such letter of transmittal. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates for Certificates representing the Boulevard Conversion Shares, a certificate representing that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares Newco Shares which such holders have holder has the right to receive pursuant to the provisions of Section 1.6(f4.1(a)(i) in respect of the Boulevard Conversion Shares formerly represented by such Certificate (after taking into account all Boulevard Conversion Shares then held by such holder) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d4.2(c), and . In the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment event of dividends, to evidence only the a transfer of ownership of Boulevard Conversion Shares that is not registered in the transfer records of Boulevard, a certificate representing the proper number of full shares of Parent Common Stock into which Newco Shares that such shares of Company Common Stock shall have been so converted and holder has the right to receive an amount in cash in lieu pursuant to the provisions of Section 4.1(a)(i), and any dividends or other distributions to which such holder is entitled pursuant to Section 4.2(c) may be issued to a transferee if the issuance Certificate representing such Boulevard Conversion Shares 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, each Certificate shall be deemed at all times after the Effective Time to represent, as applicable, only the right to receive upon such surrender the certificate representing Newco Shares that such holder has the right to receive pursuant to the provisions of any fractional shares in accordance with Section 1.6(f4.1(a)(i) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d4.2(c).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of Shares of record (as other than holders of the Effective TimeExcluded Shares or Dissenting Shares) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.02(d)) to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) Agent, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.02(d)) in exchange for certificates representing evidence in customary form of the issuance of shares of Parent Acquirer Common Stock, cash Stock in lieu book entry form (a “Book Entry Notice”) representing the number of any fractional whole shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)of Acquirer Common Stock into which such Shares have been converted in the Merger. Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.02(d)) to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing the a Book Entry Notice evidencing that number of whole shares of Parent Acquirer Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have holder has the right to receive in respect of the Shares surrendered pursuant to Section 1.6(fthe provisions of this Article II (after aggregation of all Shares then held by such holder) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrenderedIn the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, outstanding Certificates will the Merger Consideration to be deemed from and after exchanged upon due surrender of the Effective Time, for all corporate purposes, subject to Section 1.7(d) Certificate as herein provided may be issued to the payment of dividendstransferee if the Certificate previously representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence only the ownership of the number of full shares of Parent Common Stock into which and effect such shares of Company Common Stock shall transfer and to evidence that any applicable stock transfer taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends paid or distributions payable pursuant to Section 1.7(d)are not applicable.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause instruct 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)2.6, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f2.7(e) and any dividends or distributions payable pursuant to Section 1.7(d2.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of right to receive the 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 issuance of any fractional shares in accordance with Section 1.6(f2.7(e) and any dividends or distributions payable pursuant to Section 1.7(d2.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued 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 paid.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent SB Merger 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 RxBazaar Shares whose shares were converted into shares of Parent Common Stock the right to receive SB Merger Shares pursuant to Section 1.6this Agreement, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1(j)(4), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent SB Merger may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) SB Merger Shares and any dividends or other distributions pursuant to Section 1.7(d1(j)(4). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSB Merger, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock SB Merger Shares into which their shares of Company Common Stock RxBazaar Shares were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) Time and any dividends or distributions payable pursuant to Section 1.7(d1(j)(4), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1(j)(4) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock SB Merger Shares into which such shares of Company Common Stock RxBazaar Shares shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1(j)(4).

Exchange Procedures. Promptly after the Effective Time, Parent GB&T and CT Financial Services shall cause the exchange agent selected by GB&T (the "Exchange Agent Agent") to mail to each holder the former holders 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 CT Financial Services Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of appropriate transmittal in customary form materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of CT Financial Services Common Stock shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After the Effective Time, each holder of shares of CT Financial Services Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or shares as to which dissenters' rights have been perfected as provided in Section 3.5 of this Agreement) issued and outstanding at the Effective Time, shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the promptly upon surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to thereof receive in exchange therefor the consideration provided in Section 3.1 and 3.6 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon)pursuant to Section 4.2 of this Agreement. Neither GB&T nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of CT Financial Services Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the number of whole shares of Parent CT Financial Services Common Stock into which their shares for exchange, as provided in this Section 4.1 or appropriate affidavits and indemnity agreements in the event such share certificates have been lost, mutilated, or destroyed. The certificate or certificates of Company CT Financial Services Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledduly endorsed as GB&T may require. Until so surrenderedAny other provision of this Agreement notwithstanding, outstanding Certificates will neither GB&T nor the Exchange Agent shall be deemed from and after the Effective Time, for all corporate purposes, subject liable to Section 1.7(d) as to the payment a holder of dividends, to evidence only the ownership of the number of full shares of Parent CT Financial Services Common Stock into which such shares of Company Common Stock shall have been so converted and the right for any amounts paid or property delivered in good faith to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable a public official pursuant to Section 1.7(d)any applicable abandoned property Law.

Exchange Procedures. Promptly after following the Effective Time, Parent and Merger Sub 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 (the "“Certificates"”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 whole shares of Parent Common StockStock pursuant to Section 2.7(a), cash in lieu of any fractional shares pursuant to Section 1.6(f2.7(e) and any dividends or other distributions pursuant to Section 1.7(d2.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock (after taking into account all Certificates surrendered by such holder of record) to which their shares of Company Common Stock were converted such holder is entitled pursuant to Section 2.7(a) (which, at the Effective Timeelection of Parent, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable law or regulation), payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f2.7(e) and any dividends or distributions payable pursuant to Section 1.7(d2.8(d), and the Certificates so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the cash amounts payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates will shall be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f2.7(e) and any dividends or distributions payable pursuant to Section 1.7(d2.8(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail mail, as promptly as practicable after the Effective Time, to each holder of record of (as of the Effective TimeA) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") or (B) uncertificated shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant which immediately prior to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(fthe Effective Time represented Shares (the "Uncertificated Shares") and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Shares shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) be in customary form); and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for certificates representing shares the appropriate portion of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration. Upon (x) surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate for cancellation, together with such letter of transmittal, duly completed executed, and validly executed such other customary documents as may be required pursuant to such instructions or (y) receipt of an "agent's message" by the Exchange Agent (or such other customary evidence, if any, of transfer the Exchange Agent may request) in accordance with the instructions theretocase of a book-entry transfer of Uncertificated Shares, the holders holder of such Certificates Certificate or such Uncertificated Shares shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment amount in lieu of fractional shares cash which such holders have holder has the right to receive pursuant to Section 1.6(f2.01(a) and hereof (after giving effect to any dividends required Tax (as defined in Section 9.03 hereof) withholdings) in respect of the Shares formerly represented by such Certificate or distributions payable pursuant to Section 1.7(d)Uncertificated Shares, and the Certificates Certificate or Uncertificated Shares so surrendered or transferred shall forthwith be canceled. Until so surrenderedParent shall use commercially reasonable efforts to negotiate an agreement with the Exchange Agent which provides that upon the holder of such Certificate or such Uncertificated Shares becoming entitled to receive the payment referred to in the previous sentence of this Section 2.02(b), outstanding Certificates the Exchange Agent shall make such payment to such holder within ten (10) business days thereafter. No interest will be paid or will accrue on the amount payable upon the surrender of any Certificate or transfer of any Uncertificated Shares. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the proper amount of cash may be paid to a transferee if the Certificate representing such Shares 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 or transferred as contemplated by this Section 2.02, each Certificate or Uncertificated Share shall be deemed from and at any time after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to the payment of dividends, to evidence represent only the ownership of the 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 receive, upon such surrender, the appropriate portion of the issuance Merger Consideration in respect of any fractional shares in accordance with Section 1.6(fShare(s) and any dividends or distributions payable pursuant to Section 1.7(d)formerly represented thereby.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate Certificate or certificates (the "Certificates"), Certificates which immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Shares, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Acquiror Common Stock, Stock and/or cash (including cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares), as the case may be. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, the holders holder of such Certificates Certificate (other than a holder of Dissenting Shares) shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares Merger Consideration to which such holders holder shall have the right become entitled to receive pursuant to Section 1.6(f1.6 (Conversion of Target Common Shares) and any dividends or distributions payable pursuant to Section 1.7(d1.10 (Fractional Shares), and the Certificates Certificate so surrendered shall forthwith be canceled. Until No interest will be paid or accrued on any amount payable (including cash in lieu of any fractional shares) upon due surrender of the Certificates. Any interest or other income earned by the Exchange Fund shall be for the account of Acquiror. Subject to Ohio Law and the provisions of this Agreement, until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented Target Common Shares will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 the Merger Consideration with respect to the Target Common Shares represented thereby. Any shares of Acquiror Common Stock issued in cash in lieu the Merger shall be issued as of and be deemed to be outstanding as of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Effective Time.

Exchange Procedures. Promptly after As promptly as practicable following the Effective Time, Parent comScore 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 (the "“Certificates"), which ”) that immediately prior to the Effective Time represented outstanding shares of Company Rentrak Common Stock whose shares were converted into (or effective affidavits of loss in lieu thereof) or non-certificated shares of Parent Rentrak Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(frepresented by book entry (“Book Entry Shares”) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form as Rentrak and comScore may reasonably agree (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits in lieu thereof) or Book Entry Shares to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing whole shares of Parent comScore Common StockStock pursuant to Section 1.4(b)(i), cash payable in respect thereof pursuant to Section 1.4(b)(i) in lieu of any fractional shares of comScore Common Stock and any dividends or other distributions payable in respect thereof pursuant to Section 2.3(d). With respect to uncertificated shares of Rentrak Common Stock held through “direct registration,” comScore shall implement procedures with the Exchange Agent for effecting the exchange of such directly registered uncertificated shares of Rentrak Common Stock and payment of cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.4(b)(i), as promptly as practicable after the Effective Time. Upon surrender of Certificates (or effective affidavits in lieu thereof) or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentcomScore, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates or Book Entry Shares shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent comScore Common Stock (after taking into which their shares account all Certificates or such Book Entry Shares surrendered by such holder of Company Common Stock were converted record) such holder is entitled to receive pursuant to Section 1.4(b)(i) (which, at the Effective Timeelection of comScore, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable Legal Requirements), payment of any cash such holder is entitled to receive pursuant to Section 1.4(b)(i) in lieu of fractional shares which of comScore Common Stock and any dividends or distributions such holders have the right holder is entitled to receive pursuant to Section 1.6(f2.3(d), which shares and cash comScore shall cause the Exchange Agent to distribute as promptly as practicable (but in any event within five (5) Business Days) following surrender of such Certificates or Book Entry Shares and any dividends or distributions payable pursuant to Section 1.7(d)such duly completed and validly executed letter of transmittal, and the Certificates so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates or Book Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose for an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book Entry Shares on the cash amounts payable upon the surrender of such Certificates or such Book Entry Shares pursuant to this Section 2.3. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, Time outstanding Certificates or Book Entry Shares shall be deemed to evidence only the ownership of the number of full shares of Parent comScore Common Stock into which such shares of Company Rentrak Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.4(b)(i) and any dividends or distributions payable pursuant to Section 1.7(d2.3(d). Notwithstanding anything to the contrary in this Agreement, Certificates and Book Entry Shares to be exchanged by any Person constituting an “affiliate” of Rentrak for purposes of Rule 145 under the Securities Act shall be subject to the restrictions described in such Rule 145.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (each, a "CERTIFICATE and collectively, the "CertificatesCERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.61.6 hereof, cash in lieu of any fractional shares pursuant to Section 1.6(f) hereof, and any dividends or other distributions pursuant to Section 1.7(d)) hereof, (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 Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock Shares were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, Time for all corporate purposes, subject to Section 1.7(d) 1.7 hereof, as to the payment of dividendsdividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock Shares shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly (a) As promptly as reasonably practicable after the Effective Time, but in no event later than five (5) business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) one or more Old Certificates representing shares of a certificate or certificates (the "Certificates"), which Company Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were that have been converted at the Effective Time into shares of Parent Common Stock the right to receive the Merger Consideration pursuant to Section 1.6Article I, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (a “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 shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration which such holder shall have become entitled to receive in accordance with, and subject to, Section 1.5(a), and any cash in lieu of any fractional shares which the shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d2.2(c). Upon From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter properly completed Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor certificates therefor, as applicable, (i) a New Certificate representing the number of whole shares of Parent Common Stock into Merger Consideration to which their shares such holder of Company Common Stock were converted at shall have become entitled to receive in accordance with, and subject to, Section 1.5(a), and (ii) a check representing the Effective Time, payment amount of (1) any cash in lieu of fractional shares which such holders have holder has the right to receive in respect of the surrendered Old Certificate or Old Certificates pursuant to Section 1.5(b) and (2) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c), and the Old Certificate or Old Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 paid or accrued on any cash in lieu of the issuance of any fractional shares in accordance with payable to holders of Old Certificates or any dividends payable under Section 1.6(f) 2.2(c). Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions payable pursuant to as contemplated by this Section 1.7(d)2.2.

Exchange Procedures. Promptly after the Effective Time, Parent Andrx 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 Mediconsult Capital Stock, whose shares were converted into shares of Parent Common Cybear Tracking Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f2(e) and any dividends or other distributions pursuant to Section 1.7(d), 2(m): (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 Parent Andrx may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, Cybear Tracking Stock and cash in lieu of any fractional shares pursuant to Section 1.6(f2(i) and any dividends or other distributions pursuant to Section 1.7(d2(m). Upon surrender of the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Cybear Tracking Stock into which their shares of Company Common Mediconsult Capital Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) Time and any dividends or distributions payable pursuant to Section 1.7(d2(m), and payment in lieu of fractional shares which the holder has the right to receive pursuant to Section 2(i) and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d2(m) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Cybear Tracking Stock into which such shares of Company Common Mediconsult Capital Stock shall have been so converted (including any voting notice or other rights associated with the ownership of such share of Cybear Tracking Stock under the Andrx Certificate of Incorporation or the bylaws of Andrx or under Delaware law) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f2(i) and any dividends or distributions payable pursuant to Section 1.7(d2(m). If any portion of the Cybear Tracking Stock (and any dividends or distributions thereon), otherwise payable hereunder to any person, is to be issued or paid to a person other than the person in whose name the Certificate is registered, it shall be a condition to such issuance or payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such issuance or payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

Exchange Procedures. Promptly after the Effective Time, 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.4, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(c) and any dividends or other distributions pursuant to Section 1.7(d1.5(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor therefor, and the Exchange Agent shall deliver to the holders, certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.4(c) and any dividends or distributions payable pursuant to Section 1.7(d1.5(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f1.4(c) and any dividends or distributions payable pursuant to Section 1.7(d1.5(d).. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article I.

Exchange Procedures. Promptly after the Effective Time, 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")certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f(the “Certificates”) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares Stock pursuant to Section 1.6(a) and Section 1.6(f) ), and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive receive, in exchange therefor therefor, certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Timepursuant to Section 1.6(a), payment a share of Parent Common Stock in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or other distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full whole shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted (including any voting, notice or other rights associated with the ownership of such shares of Parent Common Stock under the Articles of Incorporation or Bylaws of Parent or under Florida Law) and the right to receive an amount in cash one share of Parent Common Stock in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or other distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent the ------------------- Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which ) that immediately prior to the ------------ Effective Time represented outstanding shares of Company Target Common Stock whose Stock, the shares of which were converted into shares of Parent Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in such customary form and have such other customary provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Acquiror Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Acquiror Common Stock into which their shares of Company Common Stock were converted at the Effective Time, and payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates each Certificate will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Acquiror Common Stock into which such shares of Company Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly after the Effective Time (but in no event later than five days after the Effective Time), Parent AWS shall cause the Exchange Agent to mail be mailed 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 TeleCorp Capital Stock whose shares were converted into the right to receive shares of Parent Common AWS Capital Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent TeleCorp may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common AWS Capital Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number and type of whole shares of Parent Common AWS Capital Stock into which their shares of Company Common Stock were converted at or, as the Effective Timecase may be, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.10, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates will Certificate that, prior to the Effective Time, represented shares of TeleCorp Capital Stock shall be deemed from and after the Effective Time, for all corporate legal purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of right to receive the number of full shares of Parent Common AWS Capital Stock into which the holder of such shares of Company Common TeleCorp Capital Stock shall have been so converted and is entitled and, as the case may be, the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.10. Any portion of the shares of AWS Capital Stock and cash deposited with the Exchange Agent pursuant to Section 1.11(b) which remains undistributed to the holders of Certificates representing shares of TeleCorp Capital Stock for six months after the Effective Time shall be delivered to AWS, upon demand, and any holders of shares of TeleCorp Capital Stock who have not theretofore complied with the provisions of this Article I shall thereafter look only to AWS and only as general creditors thereof for payment of their claim for AWS Capital Stock, any cash in lieu of fractional shares and any dividends or distributions payable pursuant with respect to Section 1.7(d)AWS Capital Stock to which such holders may then be entitled.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) ), and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after Concurrently with the Effective Timemailing of the Consent Solicitation Statement, Parent SMMC shall cause direct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate Company Common Stock or Company Preferred Stock evidenced by certificates (the "“Certificates")”) entitled to receive the Per Share Stock Consideration or Per Share Cash Consideration, as applicable, pursuant to Section 3.01: a letter of transmittal, which immediately prior shall be in a form reasonably acceptable to SMMC and the Effective Time represented outstanding 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 SMMC and the Company arising out of or related to such holder’s ownership of shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Company Preferred Stock, (iC) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) Agent, and (iiD) include instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(fthe Letter of Transmittal. Within two (2) and any dividends or other distributions pursuant Business Days (but in no event prior to Section 1.7(d). Upon the Effective Time) after the surrender of Certificates for cancellation to the Exchange Agent of all Certificates held by such holder for cancellation (to the extent such shares of Company Common Stock or to such other agent Company Preferred Stock are or agents as may be appointed by Parentwere certificated), together with such letter a Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing therefore, and SMMC shall direct the number Exchange Agent to deliver the Per Share Stock Consideration or the Per Share Cash Consideration, as applicable, in accordance with the provisions of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) 3.01 and any dividends or distributions payable pursuant to Section 1.7(d)3.02, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrenderedsurrendered as contemplated by this Section 3.03, outstanding Certificates will each Certificate entitled to receive the Per Share Stock Consideration or the Per Share Cash Consideration, as applicable, in accordance with Section 3.01 shall be deemed from and at all times after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to the payment of dividends, to evidence represent only the ownership of the 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 upon such surrender the issuance of any fractional shares Per Share Stock Consideration or the Per Share Cash Consideration, as applicable, that such holder is entitled to receive in accordance with the provisions of Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)3.01.

Exchange Procedures. Promptly after the Effective Time, Parent Tek 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 ) that immediately prior to the Effective Time represented outstanding shares of Company DSNC Common Stock whose shares were converted into shares of Parent Common Tek Preferred Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(c) and any dividends or other distributions pursuant to Section 1.7(d1.8(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent Tek may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Tek Preferred Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(d) and any dividends or other distributions pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentTek, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Tek Preferred Stock into which their shares of Company DSNC Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Tek Preferred Stock into which such shares of Company DSNC Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime (and in any case no later than five (5) business days thereafter), Parent Fidelity shall cause the Exchange Agent to mail to each record holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding representing shares of Company MNB Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (ia “MNB Certificate”) a letter of transmittal in customary form (which shall specify that delivery of the MNB Certificates shall be effected, and risk of loss and title to the MNB Certificates shall pass, only upon delivery of the MNB Certificates to the Exchange Agent Agent, and which letter shall contain be in customary form and have such other provisions as Parent Fidelity may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the such MNB Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration. Upon surrender of Certificates for cancellation a MNB Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates MNB 13 Certificate shall be entitled to receive in exchange therefor certificates representing (A) a certificate or electronic book entry to their account representing, in the aggregate, the whole number of whole shares of Parent Fidelity Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f1.02(h)(iii) and any dividends or distributions payable pursuant to Section 1.7(d), and and/or (B) a check in the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as amount equal to the payment aggregate amount of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which cash that such shares of Company Common Stock shall have been so converted and holder has the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.02(h)(iv).. No interest will be paid or will accrue on any cash payment pursuant to Section 1.02(h)(iv). In the event of a transfer of ownership of MNB Common Stock which is not registered in the transfer records of MNB, a certificate representing, in the aggregate, the proper number of shares of Fidelity Common Stock pursuant to Section 1.02(h) and/or a check in the proper amount pursuant to Sections 1.02(h)(iv) may be issued with respect to such MNB Common Stock, as the case may be, to such a transferee if the MNB Certificate formerly representing such shares of MNB Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. 

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record (as of Shares entitled to receive the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), 2.1(a): (i) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)such letter of transmittal. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates therefore: (A) a certificate representing the that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate, and (B) a check for the cash which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate and for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.7(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d2.7(c), and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from and after the Effective Time, for all corporate purposes, subject paid or will accrue on any cash payable pursuant to Section 1.7(d2.1(a), 2.7(c) as to or 2.7(e). In the payment event of dividends, to evidence only the a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and holder has the right to receive an amount in respect of such holder's Shares formerly represented by such Certificate and a check for cash which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate, for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.7(e) and for any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(c) may be issued to a transferee if the issuance Certificate representing such Shares 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 2.7, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, the cash in lieu of any fractional shares in accordance with of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.7(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d2.7(c).

Exchange Procedures. Promptly (and in no event later than the fifth business day) after the Effective Time, Parent USWeb 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 CKS Common Stock whose shares were converted into the right to receive shares of Parent USWeb Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent USWeb, in consultation with CKS prior to the Effective Time, may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent USWeb Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent USWeb Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent USWeb Common Stock into which such shares of Company CKS Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).. (d)

Exchange Procedures. Promptly As soon as practicable after the Effective TimeTime of the Merger, Parent shall cause but in any case within 10 business days thereafter, the Exchange Agent to shall mail to each holder of record (as of the Effective Timean outstanding certificate(s) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time thereto represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such certificate shall pass, only upon delivery of the Certificates such certificate(s) to the such Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and Agent), (ii) instructions for use in effecting the surrender of the Certificates in exchange certificate(s) for certificates representing shares of Parent the Consideration for Company Common Stock, cash and (iii) an explanation of the election to receive additional Parent Common Stock in lieu of any fractional shares pursuant to some or all of the cash component of the Consideration for Company Common Stock, as described in Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d2.1(c)(i)(C). Upon surrender of Certificates for cancellation to the Exchange Agent or to of such other agent or agents as may be appointed by Parentcertificate(s) for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates certificate(s) shall be entitled to receive in exchange therefor certificates the Consideration for Company Common Stock consisting of the proportionate amount of cash (taking into account any election by a former holder of Company Common Stock and a certificate(s) representing the number of whole shares of Parent Common Stock into which their the aggregate number of shares previously represented by such certificate(s) surrendered shall have been converted pursuant to Section 2.1(c) of this Agreement. The Exchange Agent shall accept such certificate(s) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time of the Merger, there shall be no further transfer on the records of the Company of any certificate(s) representing shares of Company Common Stock were converted at and if such certificate(s) is presented to the Effective TimeCompany for transfer, payment it shall be canceled against delivery of a certificate(s) for cash and shares of the Parent Common Stock as hereinabove provided. If any certificate(s) for such shares of the Parent Common Stock is to be issued in lieu a name other than that in which the certificate(s) for shares of fractional shares which Company Common Stock surrendered for exchange is registered, it shall be a condition of such holders have exchange that the right to receive pursuant to Section 1.6(fcertificate(s) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrenderedproperly endorsed, outstanding Certificates will be deemed from with signature guaranteed, or otherwise in proper form for transfer and after that the Effective Time, for all corporate purposes, subject person requesting such exchange shall pay to Section 1.7(d) as to the payment of dividends, to evidence only the ownership Parent or its transfer agent any transfer or other taxes required by reason of the number issuance of full a certificate(s) for such shares of Parent Common Stock into which in a name other than that of the registered holder of the certificate(s) surrendered, or establish to the satisfaction of Parent or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.7(b), each certificate for shares of Company Common Stock shall have been so converted and be deemed at any time after the Effective Time of the Merger to represent only the right to receive an amount in upon such surrender the applicable Consideration for Company Common Stock. No interest will be paid or will accrue on any cash payable in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)share of Parent Common Stock.

Exchange Procedures. Promptly after the Effective Time, 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 and Company Preferred Stock, as well as to all Company optionholders, warrantholders and noteholders, as applicable, whose shares shares, options, warrants and notes were converted into the right to receive shares of Parent Common Stock and options and warrants to purchase Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.4, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, the option agreements and/or the warrant agreements shall pass, only upon delivery receipt of the Certificates to Certificates, the Company option agreements and/or the Company warrant agreements by the Exchange Agent Agent, and shall contain 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 Certificates, the Company option agreements and/or the Company warrant agreements in exchange for certificates or agreements (or book entries in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Common Stock and options and warrants to purchase shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate, an option agreement and/or a warrant agreement 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, the holders holder of such Certificates Certificate, Company option agreement and/or Company warrant agreement shall be entitled to receive in exchange therefor certificates a certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing the number of whole shares of Parent Common Stock into which their and/or options and/or warrants to purchase shares of Company Parent Common Stock were converted at Stock, and the Effective Time, payment amount in cash in lieu of any fractional shares of Parent Common Stock, if any, which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.4, and the Certificates Certificate, Company option agreement and/or Company warrant agreement so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock and Company Preferred Stock and each option and warrant to purchase shares of Company Common Stock and/or Company Preferred Stock, will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to other than the payment of dividendsdividends with respect to the capital stock, to evidence only (i) the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock and Company Preferred Stock shall have been so converted converted, (ii) the ownership of the number of options and warrants to purchase shares of Parent Common Stock into which such Company options and warrants shall have been so converted, and (iii) the right to receive an the amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock, if any, in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.4.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent USF shall cause instruct 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 Culligan Common Stock whose shares were converted into the right to receive shares of Parent USF Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d2.1(b), (i) a letter of transmittal in customary (the form (and substance of which shall have been reasonably approved by Culligan prior to the Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other customary provisions as Parent USF may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares Shares of Parent USF Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (x) a certificate or certificates representing the that whole number of whole shares of Parent USF Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f2.1 in such denominations and registered in such names as such holder may request and (y) a check representing the amount of cash in lieu of fractional shares, if any, and any unpaid dividends or distributions payable and distributions, if any, which such holder has the right to receive pursuant to Section 1.7(d)the provisions of this Article II, and after giving effect to any required withholding tax. The shares represented by the Certificates Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to holders of shares of Culligan Common Stock. In the event of a transfer of ownership of shares of Culligan Common Stock which is not registered on the transfer records of Culligan, a certificate representing the proper number of shares of USF Common Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to such transferee if the Certificate representing such shares of Culligan Common Stock held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.3, outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to the payment of dividends, to evidence represent only the ownership of the 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 upon surrender a certificate representing shares of USF Common Stock and cash in lieu of the issuance of any fractional shares shares, if any, and unpaid dividends and distributions, if any, as provided in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)this Article II.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificate (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall contain be in customary form and have such other provisions as Parent may reasonably specifyspecify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the applicable Merger Consideration. Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing (i) in the number case of whole holders of Common Certificates (A) one or more shares of Parent Common Stock into (which their shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f1.8 (after taking into account all shares of Company Common Stock then held by such holder) and any dividends or distributions payable (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to Section 1.7(d)the provisions of this Article II, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment consisting of dividends, to evidence only the ownership cash in lieu of the number of full any fractional shares of Parent Common Stock into pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3 and (ii) in the case of holders of Preferred Certificates (A) one or more shares of Parent Convertible Preferred Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the number of shares that such holder has the right to receive pursuant to Section 1.8 and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Company Common Stock or Company Convertible Preferred Stock which is not registered in the transfer records of the Company, one or more shares of Parent Common Stock or Parent Convertible Preferred Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock or Parent Convertible Preferred Stock, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be issued with respect to such Company Common Stock or Company Convertible Preferred Stock to such a transferee if the Certificate representing such shares of Company Common Stock shall is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)paid.

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within two (2) business days), Parent the Surviving Corporation shall cause the Exchange Paying Agent to mail to each holder of record of Shares (as other than holders of the Effective TimeExcluded Shares) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates and Book Entry Shares shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(e)) or Book Entry Shares to the Exchange Agent Paying Agent, such letter of transmittal to be in such form and shall contain have such other provisions as Parent and the Company may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(e)) or Book Entry Shares in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Per Share Merger Consideration. Upon surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 4.2(e)) or Book Entry Shares to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate or Book Entry Shares shall be entitled to receive in exchange therefor certificates representing a cash amount in immediately available funds (after giving effect to any required Tax (as defined in Section 5.1(o)) withholdings as provided in Section 4.2(g)) equal to (A) the number of whole shares Shares represented by such Certificate (or affidavit of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment loss in lieu of fractional shares which such holders have the right to receive pursuant to Certificate as provided in Section 1.6(f4.2(e)) and any dividends or distributions payable pursuant to Section 1.7(d), Book Entry Shares multiplied by (B) the Per Share Merger Consideration and the Certificates Certificate or Book Entry Shares so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on any amount payable upon due surrender of the Effective TimeCertificates or 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 all corporate purposes, subject any cash to Section 1.7(d) as be exchanged upon due surrender of the Certificate or Book Entry Shares may be issued to such transferee if the Certificate or Book Entry Shares formerly representing such Shares is presented to the payment of dividendsPaying Agent, accompanied by all documents required to evidence only the ownership of the number of full shares of Parent Common Stock into which and effect such shares of Company Common Stock shall transfer and to evidence that any applicable stock transfer taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends paid or distributions payable pursuant to Section 1.7(d)are not applicable.

Exchange Procedures. Promptly after the Effective Time, Parent ANI 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 Occam Common Stock whose shares were converted into (including shares of Parent Occam Common Stock pursuant to Section 1.6, cash in lieu be issued upon the conversion of any fractional shares pursuant all Occam Preferred Stock immediately prior to Section 1.6(fthe Effective Time) and any dividends or other distributions pursuant to Section 1.7(d1.6(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent ANI may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent ANI Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) Stock and any dividends or other distributions pursuant to Section 1.7(d1.6(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentANI, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent ANI Common Stock (after taking into account all Certificates surrendered by such holder) to which their shares of Company Common Stock were converted at the Effective Timesuch holder is entitled pursuant to Section 1.5(a), payment cash in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.5(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent ANI Common Stock into which such shares of Company Occam Common Stock (including shares of Occam Common Stock to be issued upon the conversion of all Occam Preferred Stock immediately prior to the Effective Time) shall have been so converted converted, cash in lieu of fractional shares pursuant to Section 1.5(f) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- Parametric 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 ) that immediately prior to the Effective Time represented outstanding shares of Company Computervision Common Stock whose shares were converted into the right to receive shares of Parent Parametric Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.6(e) or 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent Parametric may reasonably specify) and (ii) instructions for use in effecting the surrender exchange of the Certificates in exchange for certificates representing shares of Parent Parametric Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.6(e) or 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentParametric, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Parametric Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.6(e) or 1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.6(e) or 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Parametric Common Stock into which such shares of Company Computervision Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.6(e) or 1.7(d).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCertificate"), ) which immediately prior to the Effective Time represented issued and outstanding shares of Company CNG Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d("CNG Shares"), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender exchange of the Certificates in exchange for certificates representing shares of Parent DRI Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(fStock ("DRI Shares") and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender for effecting the exchange of Certificates for cancellation DRI Shares to be held in book entry form. As soon as practicable after the Effective Time, the Exchange Agent shall also mail to each holder of record of CNG Shares held in book entry form ("Book Entry Shares") instructions for use in effecting the conversion of said Book Entry Shares into DRI Shares. Upon delivery of a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Parentfor exchange, together with such a duly executed letter of transmittaltransmittal and such other documents as the Exchange Agent shall require, duly completed and validly executed or, in accordance the case of Book Entry Shares, compliance with the instructions theretofor conversion thereof, the holders holder of such Certificates Certificate or Book Entry Shares shall be entitled to receive in exchange therefor certificates representing the that number of whole shares DRI Shares and the amount of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment cash in lieu of fractional shares share interests (pursuant to Section 2.2(d)) which such holders have holder has the right to receive pursuant to the provisions of this Article II. In the event of a transfer of ownership of CNG Shares which is not registered in the transfer records of CNG, the proper number of DRI Shares will be issued to a transferee if, in addition to the other requirements for conversion, the Exchange Agent receives all documents required to evidence and effect such transfer and evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. Until delivered as contemplated by this Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)2.2, each Certificate, and the Certificates so surrendered until converted as contemplated by this Section 2.2, all Book Entry Shares, shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and at any time after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to the payment of dividends, to evidence represent only the ownership of the 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 DRI Shares and cash in lieu of the issuance of any fractional shares in accordance with of DRI Common Stock as contemplated by this Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)2.2.

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- shall cause the Exchange Agent to mail be mailed 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 Stock, whose shares were converted into the right to receive shares of Parent Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall contain 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 Parent Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) 1.6 and any dividends or other distributions payable pursuant to Section 1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates 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, subject to Section 1.7(d) as to other than the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) 1.6 and any dividends or other distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as practicable, after the Merger I Effective Time, Parent shall instruct and cause the Exchange Agent to mail to each holder of record (holder, as of the Merger I Effective Time, of (i) of a certificate or certificates (the "Certificates"), which an outstanding Certificate that immediately prior to the Merger I Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(for (ii) and any dividends or other distributions pursuant to Section 1.7(d), Book-Entry Shares (ix) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall contain such other provisions as be in customary form and agreed to by Parent may reasonably specifyand the Company prior to the Merger I Effective Time) and (iiy) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends Stock represented by such Certificates or other distributions pursuant to Section 1.7(d)Book-Entry Shares. Upon surrender of Certificates a Certificate or Book-Entry Shares 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 properly completed and validly executed in accordance with the instructions theretoduly executed, and such other documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor certificates representing (A) one or more Parent Depositary Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which Depositary Shares that such holders have holder has the right to receive pursuant to Section 1.6(f1.6 (after taking into account all shares of Company Common Stock then held by such holder) and any dividends or distributions payable (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to Section 1.7(d)1.6 and this Article II, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject including cash payable in lieu of any fractional Parent Depositary Shares pursuant to Section 1.7(d2.1(e) as and dividends and other distributions pursuant to Section 2.1(c). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates or Book-Entry Shares. In the payment event of dividends, to evidence only the a transfer of ownership of the number of full shares of Parent Company Common Stock into which 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 the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been so converted and paid or are not payable. Until surrendered as contemplated by this Section 2.1, each Certificate or Book-Entry Share shall be deemed at any time after the Merger I Effective Time to represent only the right to receive an amount upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share, cash in lieu of the issuance of any fractional shares in accordance with Parent Depositary Shares to which such holder is entitled pursuant to Section 1.6(f2.1(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d2.1(c).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause instruct 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 shares of Parent Common Stock and cash pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.7(e) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock (after aggregating all Certificates surrendered by such holder) into which their shares of Company Common Stock were converted at the Effective Timesuch holder is entitled pursuant to Section 1.6(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), cash, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock and cash 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 issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash payable pursuant to Section 1.6(a), in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock and cash may be issued 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 paid.

Exchange Procedures. Promptly As promptly as reasonably practicable after the Effective Time, 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 Company Certificate immediately prior to the Effective Time represented outstanding (other than Company Certificates representing Dissenting Shares) that has not timely submitted a properly completed and executed Form of Election accompanied by an appropriately endorsed Certificate or Certificates representing all of the shares of Company Common Stock whose shares were converted into shares owned by that stockholder (or, alternatively, by an appropriate guarantee of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(fdelivery) and any dividends or other distributions pursuant to Section 1.7(d), (ia) a letter of transmittal in customary form (which the "Letter of Transmittal") that shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent Agent, and which Letter of Transmittal shall contain be in customary form and have such other provisions as Parent or Company may reasonably specifyspecify (such letter to be reasonably acceptable to Company and Parent prior to the Effective Time) and (iib) instructions for use in effecting the surrender of the such Company Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)shares. Upon surrender of Certificates for cancellation a Company Certificate to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal or the Form of Election pursuant to Section 3.1(e), duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole (i) shares of Parent Common Stock into (which their shall be in uncertificated book-entry form, unless a physical certificate is requested by such holder or is otherwise required by applicable law or regulation) representing, in the aggregate, the whole number of shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f3.1(b) and any dividends or distributions payable (after taking into account all shares of Company Common Stock then held by such holder), (ii) a check in the amount equal to the cash, if any, that such holder has the right to receive pursuant to Section 1.7(d), 3.1 and (iii) a check in the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as amount equal to the payment cash, if any, that such holder has the right to receive pursuant to the provisions of dividendsthis Article III other than Section 3.1, to evidence only the ownership including cash in lieu of the number of full any fractional shares of Parent Common Stock into pursuant to Section 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any cash payable pursuant to the provisions of this Article III. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of Company, one or more shares of Parent Common Stock evidencing, in the aggregate, the proper number of shares of Parent Common Stock pursuant to Section 3.1, a check in the proper amount of cash comprising the Cash-Stock Consideration pursuant to Section 3.1, a check in the proper amount of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 3.5, may be issued with respect to such Company Common Stock to such a transferee if the Company Certificate representing such shares of Company Common Stock shall is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)paid.

Exchange Procedures. Promptly (i) As promptly as practicable after the Effective Time, Parent but in no event later than five (5) business days thereafter, Peoples shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) one or more Old Certificates representing shares of a certificate or certificates (the "Certificates"), which Premier Financial Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were that have been converted at the Effective Time into shares of Parent Common Stock pursuant the right to Section 1.6receive the Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Old Certificates in exchange for certificates representing the number of whole shares of Parent Peoples Common Stock, Shares and any cash in lieu of fractional shares, as applicable, which the shares of Premier Financial Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any fractional shares dividends or distributions to be paid pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d3.02(b)(ii). Upon From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor certificates therefor, as applicable, (A)(1) a New Certificate representing that number of whole shares of Peoples Commons Shares to which such holder of Premier Financial Common Stock shall have become entitled pursuant to the provisions of Section 3.01 and (2) a check representing the amount of (x) any cash in lieu of a fractional share which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article III and (y) any dividends or distributions which the holder thereof has the right to receive pursuant to this Section 3.02(b), and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the Peoples Common Shares or any cash in lieu of fractional shares or dividends or distributions payable to holders of Old Certificates. Until surrendered as contemplated by this Section 3.02(b), each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the number of whole shares of Parent Peoples Common Shares which the shares of Premier Financial Common Stock represented by such Old Certificate have been converted into which their shares of Company Common Stock were converted at the Effective Time, payment right to receive and any cash in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any or in respect of dividends or distributions payable pursuant to as contemplated by this Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d3.02(b).

Exchange Procedures. Promptly after the Effective Time, Parent but no later than five Business Days after the Effective Date, Acquiror shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock Stock, whose shares were converted into shares of Parent Common Stock the right to receive the Per Share Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.7, (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 receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cash and certificates representing shares of Parent Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor therefor, and Acquiror shall cause the Exchange Agent to promptly send to the holder, one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing the number of whole shares of Parent Acquiror Common Stock into which their shares and payment of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which cash that such holders have holder has the right to receive pursuant to Section 1.6(f) 1.6 and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d1.7(c), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Target Common Stock which is not registered in the transfer records of Target as of the Effective Time, shares of Acquiror Common Stock, dividends, distributions and cash may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Target Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to Section 1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full right to receive shares of Parent Acquiror Common Stock into which such shares of Company Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within four business days thereafter), Parent shall cause the Exchange Agent to mail to each holder of record of Shares (as of other than Excluded Shares) entitled to receive the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i4.1(a)(A) a letter of transmittal in customary form (which shall specify advising such holder of the effectiveness of the Merger and the conversion of its Shares into the right to receive the Merger Consideration, and specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(g)) to the Exchange Agent Agent, and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(g)) in exchange for certificates representing shares the Merger Consideration to the Exchange Agent. Upon the surrender of Parent Common Stock, cash a Certificate (or affidavit of loss in lieu of any fractional shares pursuant to thereof as provided in Section 1.6(f4.2(g)) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoterms of such transmittal materials, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing the (i) that number of whole shares of Parent Common Stock into which their that such holder is entitled to receive pursuant to this ARTICLE IV in uncertificated form (or evidence of shares of Company Common Stock were converted at in book-entry form), and (ii) an amount in immediately available funds (or, if no wire transfer instructions are provided, a check, and in each case, after giving effect to any required Tax withholding provided in Section 4.2(h)) equal to (A) the Effective Time, payment cash amount that such holder is entitled to receive pursuant to Section 4.1(a) plus (B) any cash in lieu of fractional shares which pursuant to Section 4.2(e) plus (C) any unpaid non-stock dividends and any other dividends or other distributions that such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d4.2(c), and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on any amount payable upon due surrender of the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to Certificates. In the payment event of dividends, to evidence only the a transfer of ownership of Shares that is not registered in the transfer records of the Company, the proper number of full shares of Parent Common Stock into which in uncertificated form, together with a check for any cash to be 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 Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. If any shares (or evidence of Company shares in book-entry form) of Parent Common Stock are to be issued to a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall have been so converted and be a condition of such exchange that the right to receive an amount in cash in lieu Person requesting such exchange shall pay any stock transfer or other Taxes required by reason of the issuance of any fractional shares (or evidence of shares in accordance with Section 1.6(fbook-entry form) and of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of Parent or the Exchange Agent that such Taxes have been paid or are not applicable. For the purposes of this Agreement, the term “Person” shall mean any dividends individual, corporation (including not-for-profit), general or distributions payable pursuant to Section 1.7(d)limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Exchange Procedures. Promptly after the Effective Time, Parent Avanex ------------------- 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 ) that immediately prior to the Effective Time represented outstanding shares of Company Oplink Common Stock whose shares were converted into shares of Parent Avanex Common Stock pursuant to Section 1.61.5, cash in lieu of any fractional shares pursuant to Section 1.6(f1.5(g) and any dividends or other distributions pursuant to Section 1.7(d1.6(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent Avanex may reasonably specify) and ), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Parent Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.5(g) and any dividends or other distributions pursuant to Section 1.7(d1.6(d), and (iii) such other documents as may reasonably be required by the Exchange Agent. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAvanex, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the holders each holder of such Certificates a Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Avanex Common Stock (after taking into account all Certificates surrendered by such holder) to which their shares of Company Common Stock were converted at the Effective Timesuch holder is entitled pursuant to Section 1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f1.5(g) and any dividends or distributions payable pursuant to Section 1.7(d1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of of, the number of full whole shares of Parent Avanex Common Stock into which such shares of Company Common Stock shall have been so converted issuable pursuant to Section 1.5(a), and the right to receive an amount in of cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.5(g) and any dividends or distributions payable pursuant to Section 1.7(d1.6(d).

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- TIBCO 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 Talarian Common Stock Stock, whose shares were converted into shares of Parent Common Stock the Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), 1.6 (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other customary provisions as Parent TIBCO may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentTIBCO, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Cash Consideration and certificates representing the number of whole shares of Parent TIBCO Common Stock into which their shares of Company Talarian Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent TIBCO Common Stock into which such shares of Company Talarian Common Stock shall have been so converted and the right to receive the Cash Consideration and an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly (and in any event no more than three Business Days) after the Effective Time, Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates")certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f(the “Certificates”) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock 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 reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration payable in respect of the shares of Company Common Stock formerly represented by such 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 formerly 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 paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than 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 Merger Consideration payable in respect of the shares of Company Common Stock formerly represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c), and the Certificates so surrendered shall forthwith be canceled. Until so surrenderedin each case, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of without any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)interest thereon.

Exchange Procedures. Promptly after Prior to the Effective TimeClosing Date, Parent shall cause the Exchange Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) Stockholder and any dividends or other distributions pursuant to Section 1.7(d), (i) each Warrantholder a letter of transmittal (the “Letter of Transmittal”) in customary the form attached hereto as Annex I. Following the consummation of the Merger and upon (which shall specify that delivery shall be effectedx) in the case of Company Stock Certificate(s) or a Company Warrant(s), and risk surrender of, as applicable, a Company Stock Certificate(s) or a Company Warrant(s) (collectively, the “Certificates”) (or affidavits of loss and title in accordance with Section 1.8(b) in lieu thereof) for cancellation or (y) in the case of Book Entry Shares, surrender of such Book Entry Shares in accordance with the procedures set forth in the Letter of Transmittal, in each case to the Certificates shall passPaying Agent, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions theretoLetter of Transmittal, the holders holder of such Certificates Certificate(s) or Book Entry Share(s) shall be entitled to receive in exchange therefor certificates representing therefor, the number amount of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares cash to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f1.6(b) or Section 1.6(d), as applicable, for (i) each share of Company Capital Stock formerly represented by such Certificate(s) or such Book Entry Share(s) or (ii) each Company Warrant represented by such Certificate(s), and, in each case, the Certificate(s) or Book Entry Share(s) so surrendered shall be cancelled. Parent shall cause the Paying Agent to pay, by wire transfer of immediately available funds, to the holder of each such Certificate(s) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or Book Entry Share(s), (A) within two Business Days after the later to occur of (1) the Closing and any dividends (2) the Paying Agent’s receipt of such Certificate(s) (or distributions payable affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or such Book Entry Share(s), the portion of the Aggregate Stockholder Closing Proceeds or Aggregate Warrant Closing Proceeds, as applicable, to which such holder is entitled pursuant to Section 1.7(d1.6(b) or Section 1.6(d), as applicable, and (B) within two Business Days after the Certificates so surrendered later to occur of (1) the determination of the Final Merger Consideration pursuant to Section 1.9 and (2) the Paying Agent’s receipt of such Certificate(s) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or such Book Entry Share(s), the portion of the sum of (I) the Positive Adjustment (if any), (II) the Remaining Adjustment Escrow Fund (if any) and (III) the Remaining Seller Representative Escrow Fund (if any), in each case to which such holder is entitled pursuant to Section 1.6(b); provided, that Parent shall forthwith be canceleduse commercially reasonable efforts to cause the Paying Agent to pay to each holder of Certificate(s) who delivers such Certificate(s) (or affidavits of loss in accordance with Section 1.8(b) in lieu thereof) or Book Entry Share(s) and a fully completed and signed Letter of Transmittal to the Paying Agent prior to the Closing Date, such holder’s portion of the Aggregate Stockholder Closing Proceeds or Aggregate Warrant Closing Proceeds pursuant to Section 1.6(b) or Section 1.6(d), as applicable, on the Closing Date. Until so surrendered, each outstanding Certificates Certificate or Book Entry Share will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, purposes to evidence only the ownership right to receive the amount of the number of full shares of Parent Common Stock cash into which such shares of Company Common Capital Stock or Company Warrant, as applicable, shall have been be so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)exchanged.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of (as of the Effective Timei) of a certificate or certificates (the "Certificates"), which that immediately prior to the Effective Time represented outstanding shares of Company Battery Common Stock whose (the “Battery Certificates”) or (ii) an uncertificated share or shares of Battery Common Stock (the “Uncertificated Shares”), which at the Effective Time were converted into shares of Parent Common Stock the right to receive the Battery Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d2.1(a), (i) a letter of transmittal in customary form (including a substitute Form W-9) and (ii) instructions (which shall specify that delivery shall be effected, and risk of loss and title to the Battery Certificates or Uncertificated Shares shall pass, only upon delivery of Battery Certificates or transfer of the Certificates Uncertificated Shares to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specifyspecify and as are reasonably acceptable to Battery) and (ii) instructions for use in effecting the surrender of the Battery Certificates or transfer of Uncertificated Shares, in exchange for certificates representing shares of Parent Common Stockthe Battery Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(f2.1(d) and any dividends or other distributions payable pursuant to Section 1.7(d2.2(c). Upon (i) surrender of Battery Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentParent and reasonably acceptable to Battery or (ii) in the case of a book-entry transfer of Uncertificated Shares, 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), accompanied by a properly completed Form of Election, together with such letter of transmittaltransmittal (or affidavit of loss in accordance with Section 2.2(i)), duly completed and validly executed in accordance with the instructions thereto, a Certification on Form W-9 or W-8 and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Battery Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor (A) a certificate or certificates representing the that number of whole shares of Parent Common Stock (after taking into account all Battery Certificates surrendered and Uncertificated Shares transferred by such holder) to which their shares of Company Common Stock were converted at the Effective Time, such holder is entitled pursuant to Section 2.1(a) (which shall be in uncertificated book entry form unless a physical certificate is requested) and (B) payment in lieu of fractional shares which such holders have the right holder is entitled to receive pursuant to Section 1.6(f2.1(d) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c), and the Battery Certificates and Uncertificated Shares so surrendered or transferred, as applicable, shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment event of dividends, to evidence only the a transfer of ownership of Battery Common Stock that is not registered in the transfer records of Battery, a certificate representing the proper number of full shares of Parent Common Stock into which may be issued to a Person other than the Person in whose name Battery Certificate or Uncertificated Shares so surrendered or transferred, as applicable is registered, if such Battery Certificate shall be properly endorsed or otherwise be in proper form for transfer or the Uncertificated Share shall be transferred and the Person requesting such issuance shall pay any transfer or other Taxes required by reason of the issuance of shares of Company Parent Common Stock to a Person other than the registered holder of such Battery Certificate or Uncertificated Share or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered or transferred, as contemplated by this Section 2.2(b), each Battery Certificate and Uncertificated Share shall have been so converted and be deemed at any time after the Effective Time to represent only the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) Battery Merger Consideration (and any dividends amounts to be paid pursuant to Section 2.1(d) or distributions Section 2.2(c)) upon such surrender or transfer, as applicable. No interest shall be paid or shall accrue on any amount payable pursuant to Section 1.7(d2.1(a), Section 2.1(d) or Section 2.2(c).

Exchange Procedures. Promptly after the Effective Time (and in any event no later than ten (10) business days after the Effective Time), Parent Acquiror shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time"FORMER TARGET STOCKHOLDERS") of a certificate or certificates (the "CertificatesCERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Target Capital Stock, whose shares were converted into the right to receive shares of Parent Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Acquiror Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Acquiror Common Stock into which their (less the number of shares of Company Acquiror Common Stock were converted at to be deposited in the Effective Time, payment in lieu of fractional shares which Escrow Fund on such holders have the right to receive holder's behalf pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(dArticle VIII hereof), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to other than the payment of dividends, to evidence only the ownership of the number of full shares of Parent Acquiror Common Stock into which such shares of Company Common Target Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares pursuant to Section 1.6. As soon as practicable after the Effective Time (and in any event no later than ten (10) business days after the Effective Time) and subject to and in accordance with the provisions of Section 1.6(f8.3, Acquiror shall cause to be delivered to the Escrow Agent (as defined in Section 8.3) and any dividends a certificate or distributions payable certificates representing (x) an amount of shares (allocated pro-rata among all Target stockholders) equal to the sum of 10% of the Acquiror Common Stock issued in exchange for outstanding Target Capital Stock (collectively the "ESCROW SHARES"), which shall be registered in the name of the Escrow Agent as nominee for the holders of Certificates cancelled pursuant to this Section 1.7(d).1.7. Such shares shall be

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal 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 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent Newco 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 Certificate whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant 2.1(c) into the right to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), receive the Merger Consideration (i) a letter of transmittal in customary form as reasonably agreed by the parties which (which A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and (B) shall contain have such other provisions as Parent American and US Airways may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration. Upon proper surrender of Certificates for cancellation a Certificate to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, 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 holders Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a Newco Common Certificate representing the that number of whole shares of Parent Newco Common Stock into which their that such holder has the right to receive in respect of the aggregate number of shares of Company US Airways Common Stock were converted at previously represented by such Certificate pursuant to Section 2.1(c) and a check representing cash in respect of any dividends or other distributions that the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c), and the Certificates Certificate so surrendered shall forthwith immediately be canceled. Until so surrenderedIn the event of a transfer of ownership of US Airways Common Stock that is not registered in the transfer records of US Airways, outstanding Certificates will be deemed from and after a Newco Common Certificate representing the Effective Time, for all corporate purposes, subject proper number of shares of Newco Common Stock pursuant to Section 1.7(d2.1(c) as to and a check representing cash in respect of any dividends or other distributions that the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and holder has the right to receive an amount pursuant to Section 2.2(c) may be delivered to a transferee if the Certificate representing such US Airways 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 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder of such Certificate has the right to receive in respect of such Certificate pursuant to Section 2.1(c) (and cash in lieu respect of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or other distributions payable pursuant to Section 1.7(d2.2(c)). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedures. Promptly after the Effective Time, 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 shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(d) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form for their certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (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 be in such form and have such other customary 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(d) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after After the Effective Time, Parent FNB shall cause the Exchange Agent to mail to each holder the shareholders of Integrity of record (as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6transmittal materials and other appropriate written instructions (collectively, cash in lieu of any fractional shares pursuant to Section 1.6(fa “Transmittal Letter”) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificate representing shares of Integrity Stock prior to such Effective Time shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and which shall contain be in such form and have such other provisions as Parent FNB may reasonably specify) ). After the Effective Time and (ii) instructions for use in effecting upon the proper surrender of the Certificates in exchange for certificates certificate(s) representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation Integrity Stock to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions theretoTransmittal Letter, the holders holder of such Certificates certificate(s) shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common FNB Stock into and the cash to which their shares such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of Company Common Stock were converted at the Effective Time, payment in lieu of rights to receive fractional shares and any dividends or other distributions to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f1.7(c)), subject to any required withholding of applicable taxes. Neither FNB nor the Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. If there is a transfer of ownership of any shares of Integrity Stock not registered in the transfer records of Integrity, the Merger Consideration shall be issued to the transferee thereof if the certificates representing such Integrity Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund that remains undistributed to the holders of certificates representing Integrity Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of Integrity who have not previously complied with the provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and cash and any dividends or distributions payable pursuant with respect to Section 1.7(d), and FNB Stock. Any portion of the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and Exchange Fund remaining unclaimed by holders of Integrity Stock five years after the Effective TimeTime (or such earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any government entity) shall, for all corporate purposes, subject to Section 1.7(d) as to the payment extent permitted by applicable law, become the property of dividendsFNB free and clear of any claims or interest of any person previously entitled therein. Any other provision of this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to evidence only the ownership any holder of the number of full shares of Parent Common Integrity Stock into which such shares of Company Common Stock shall have been so converted and the right for any amounts paid or properly delivered in good faith to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable a public official pursuant to Section 1.7(d)any applicable abandoned property law.

Exchange Procedures. At or prior to the Effective Time Parent shall deposit with the Exchange Agent (as defined below), in trust for the benefit of the holders of Company Shares, certificates representing shares of Parent Common Stock issuable pursuant to Section 4.1(a), and an amount of cash sufficient to pay cash in lieu of fractional shares in accordance with Section 4.2(d). Parent shall make sufficient funds available to the Exchange Agent from time to time as needed to pay cash in respect of dividends or other distributions in accordance with Section 4.2(b). Promptly after the Effective Time, Parent but in no event later than three business days following the Closing Date, the Surviving Corporation shall cause an exchange agent (the "Exchange Agent Agent"), selected by Parent with the Company's prior approval, which shall not be unreasonably withheld, to mail to each holder of record (as of the Effective Time) Time of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares Certificate in respect of Company Common Stock whose shares were converted into shares Shares (other than holders of Parent Common Stock pursuant to Section 1.6, cash a Certificate in lieu respect of any fractional shares pursuant to Section 1.6(fExcluded Company Shares) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify specifying that delivery of the Certificates shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss and indemnity undertakings or indemnity bonds, as the case may be, in lieu thereof) to the Exchange Agent Agent, such letter of transmittal to be in such form and shall contain have such other provisions as Parent and the Company may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of exchanging the Certificates in exchange for (A) certificates representing shares of Parent Common Stock, Stock and (B) any cash in lieu of any fractional shares pursuant to determined in accordance with Section 1.6(f4.2(d) plus any cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Article IV. Subject to Section 1.7(d4.2(g). Upon , upon surrender of Certificates 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 theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (x) a certificate representing the that number of whole shares of Parent Common Stock into which their shares that such holder is entitled to receive pursuant to this Section 4.2, and (y) a check in the amount (after giving effect to any required tax withholdings) of Company Common Stock were converted at the Effective Time, payment (A) any cash in lieu of fractional shares which determined in accordance with Section 4.2(d) plus (B) any cash dividends and any other dividends or other distributions that such holders have holder has the right to receive pursuant to the provisions of this Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates 4.2. The Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on any amount payable upon due surrender of any Certificate. In the event of a transfer of ownership of Company Shares that occurred prior to the Effective Time, but is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for all corporate purposesany cash in lieu of fractional shares to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, subject may be issued and/or paid to Section 1.7(d) as such a transferee if the Certificate formerly representing such Company Shares is presented to the payment of dividendsExchange Agent, accompanied by all documents required to evidence only the ownership of the number of full and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock into 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 shares of Company Common Stock exchange that the Person requesting such exchange shall have been so converted and the right to receive an amount in cash in lieu pay any transfer or other taxes required by reason of the issuance of any fractional certificates for shares of Parent Common Stock in accordance with Section 1.6(f) and any dividends a name other than that of the registered holder of the Certificate surrendered, or distributions payable pursuant shall establish to Section 1.7(d)the satisfaction of Parent or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to shall 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 the Company Common Stock (the "Certificates") whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu 2.1 into the right to receive shares of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Buyer Common Stock (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 be in such form and have such other provisions as Parent the Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Buyer Common Stock, Stock (plus cash in lieu of any fractional shares pursuant to Section 1.6(f) shares, if any, of Buyer Common Stock and any dividends or other distributions pursuant to Section 1.7(das provided below). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentthe Buyer, together with such letter of transmittal, duly completed executed, and validly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Parent Buyer Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to the provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 1.6(f2.2(e) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c), and the Certificates Certificate so surrendered shall forthwith immediately be canceled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment event of dividends, to evidence only the a transfer of ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and which is not registered in the right to receive an amount in transfer records of the Company, a certificate representing the proper number of shares of Buyer Common Stock plus cash in lieu of the issuance of any fractional shares in accordance with pursuant to Section 1.6(f2.2(e) and any dividends or distributions payable pursuant to Section 1.7(d)2.2(c) may be issued and paid to a person other than the person in whose name the Certificate so surrender 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 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions pursuant to Section 2.2(c) as contemplated by this Section 2.2.

Exchange Procedures. Promptly after the Effective Time, Parent the Omega Surviving Corporation and the Online Surviving Corporation shall cause the Exchange Agent to mail be mailed 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 Omega Common Stock or Online Common Stock, as applicable, whose shares were converted into the right to receive shares of Parent Newco Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent Newco may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Newco Common Stock, Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentNewco, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Newco Common Stock into which their shares of Company Common Stock were converted at the Effective Time, and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Omega Common Stock or Online Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to other than the payment of dividends, to evidence only the ownership of the number of full whole shares of Parent Newco Common Stock into which such shares of Company Omega Common Stock or Online Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the The Exchange Agent to shall mail to each holder of record of certificates of Company Common Stock (as of the Effective Time) of a certificate or certificates (the "Company Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (and cash in lieu of any fractional shares pursuant to Section 1.6(f3.04) promptly after the Effective Time (and in any dividends or other distributions pursuant event no later than three business days after the later to Section 1.7(d), occur of the Effective Time and receipt by Parent of a complete list from Company of the names and addresses of its holders of record): (i) a form letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall contain 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 Company Certificates in exchange for certificates representing shares of Parent Common Stock, Certificates (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Company 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 executed, and such other documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Parent Common Stock into which their shares that such holder has the right to receive pursuant to this Article III and payment of Company Common Stock were converted at the Effective Time, payment cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)3.04, and the Certificates Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company 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, subject to Section 1.7(d) as to purposes other than the payment of dividendsdividends and distributions, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and 3.04. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of Company Certificates pursuant to Section 1.7(d)the provisions of this Article III.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause appropriate transmittal materials, in such form as reasonably agreed upon by Parent and the Company, to be provided by the Exchange Agent to mail to each holder holders of record (of Shares as of the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to soon as practicable after the Effective Time represented outstanding shares advising such holders of Company Common Stock whose shares were converted into shares the effectiveness of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) the Merger and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of procedure for surrendering the Certificates to the Exchange Agent or providing instructions to the Exchange Agent to effect the transfer and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions cancellation of Book Entry Shares in exchange for use in effecting the Merger Consideration. Upon the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent or delivery to such other agent or agents as may be appointed by Parent, together with such letter the Exchange Agent of transmittal, duly completed instructions authorizing transfer and validly executed cancellation of Book Entry Shares in accordance with the instructions theretoterms of such transmittal materials, the holders holder of such Certificates Certificate or of any Book Entry Shares shall be entitled to receive in exchange therefor certificates (i) a certificate representing the that number of whole shares of Parent Common Stock into which their shares in respect of Company Common the Stock were converted at Consideration that such holder is entitled to receive pursuant to this Article IV, (ii) a check in the Effective Timeamount (after giving effect to any required Tax (as defined in Section 5.1(m)) withholdings) of (x) cash in respect of the Cash Consideration that such holder is entitled to receive pursuant to this Article IV, payment plus (y) any cash in lieu of fractional shares which shares, plus (z) any cash in respect of any unpaid cash dividends, and (iii) any other dividends or other distributions that such holders have holder has the right to receive pursuant to Section 1.6(f) the provisions of this Article IV, and the Certificate so surrendered or the Book Entry Shares which are the subject of such authorization shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates 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 certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any dividends or distributions payable pursuant in respect thereof, may be issued and/or paid to Section 1.7(d), and such a transferee if the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as Certificate formerly representing such Shares is presented to the payment Exchange Agent or if written instructions authorizing the transfer of dividendsany Book Entry Shares are presented to the Exchange Agent, in any case, accompanied by all documents required to evidence only the ownership of the number of full and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. If any certificate for shares of Parent Common Stock into is to be issued in a name other than that in which the Certificate surrendered in exchange therefor or any Book Entry Shares is registered, it shall be a condition of such shares of Company Common Stock exchange that the Person (as defined below) requesting such exchange shall have been so converted and the right to receive an amount in cash in lieu pay any transfer or other Taxes required by reason of the issuance of certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered or in a name other than that of the registered holder of any fractional shares in accordance with Section 1.6(f) and any dividends Book Entry Shares, or distributions payable pursuant shall establish to Section 1.7(d)the satisfaction of Parent or the Exchange Agent that such Tax has been paid or is not applicable.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the The Exchange Agent to shall mail to each holder of record of certificates of Company Common Stock (as of the Effective Time) of a certificate or certificates (the "Company Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (and cash in lieu of any fractional shares pursuant to Section 1.6(f3.04) promptly after the Effective Time (and in any dividends or other distributions pursuant event no later than three Business Days after the later to Section 1.7(d), occur of the Effective Time and receipt by Parent of a complete list from the Company of the names and addresses of its holders of record): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall contain 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 Company Certificates in exchange for certificates representing shares of Parent Common Stock, Certificates (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Company 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 executed, and such other documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Parent Common Stock into which their shares that such holder has the right to receive pursuant to this Article III and payment of Company Common Stock were converted at the Effective Time, payment cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)3.04, and the Certificates Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company 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, subject to Section 1.7(d) as to purposes other than the payment of dividendsdividends and distributions, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and 3.04. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of Company Certificates pursuant to Section 1.7(d)the provisions of this Article III.

Exchange Procedures. Promptly after As promptly as practicable following the Effective Time, Parent IESI-BFC 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 (the "“Certificates"), ”) which immediately prior to the Effective Time represented outstanding shares of Company WSI Common Stock whose shares were converted into (or effective affidavits of loss in lieu thereof) or non-certificated shares of Parent WSI Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(frepresented by book entry (“Book Entry Shares”) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form as WSI and IESI-BFC may reasonably agree (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits in lieu thereof) or Book Entry Shares to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing whole shares of Parent IESI-BFC common stock pursuant to Section 2.3.1, cash payable in respect thereof in lieu of any fractional shares pursuant to Section 2.3.3 and any dividends or other distributions payable in respect thereof pursuant to Section 2.5.4. With respect to uncertificated shares of WSI Common Stock, Stock held through “direct registration,” IESI-BFC shall implement procedures with the Exchange Agent for effecting the exchange of such directly registered uncertificated shares of WSI Common Stock and payment of cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)2.3.1, as promptly as practicable after the Effective Time. Upon surrender of Certificates (or effective affidavits in lieu thereof) or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentIESI-BFC, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates or Book Entry Shares shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock IESI-BFC common stock (after taking into account all Certificates or such Book Entry Shares surrendered by such holder of record) to which their shares of Company Common Stock were converted such holder is entitled pursuant to Section 2.3.1 (which, at the Effective Timeelection of IESI-BFC, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable Laws), payment in lieu of fractional shares to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) 2.3.3 and any dividends or distributions payable to which such holder is entitled pursuant to Section 1.7(d)2.5.4, and the Certificates so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates or Book Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book Entry Shares on the cash amounts payable upon the surrender of such Certificates or such Book Entry Shares pursuant to this Section 2.5. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, Time outstanding Certificates or Book Entry Shares shall be deemed to evidence only the ownership of the number of full shares of Parent Common Stock IESI-BFC common stock into which such shares of Company WSI Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) 2.3.3 and any dividends or distributions payable pursuant to Section 1.7(d)2.5.4.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause instruct 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 the Company Common Stock whose shares were converted into shares of Parent the right to receive Guarantor Common Stock Shares pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.09, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Guarantor Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Shares. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Guarantor Common Stock Shares into which their shares of the Company Common Stock were converted at the Effective Time, (or an equivalent evidence of ownership of Guarantor Common Shares under Guarantor's direct registration system) payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.10(e) and any dividends or distributions payable pursuant to Section 1.7(d1.10(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of right to receive the number of full shares of Parent Guarantor Common Stock Shares into which such shares of the Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.10(e) and any dividends or distributions payable pursuant to Section 1.7(d1.10(d). No interest will be paid or accrued on any cash in lieu of fractional Guarantor Common Shares or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of the Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of Guarantor Common Shares (or an equivalent evidence of ownership of Guarantor Common Shares under Guarantor's direct registration system) may be issued to a transferee if the Certificate representing such shares of the 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 paid.

Exchange Procedures. Promptly after the Effective Time, 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 Capital Stock whose shares were converted into the right to receive $.01 per share in cash and shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), hereof (i) a letter of transmittal in customary form ("Letter of Transmittal", which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions be in the form attached hereto as Parent may reasonably specifyExhibit A) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for $.01 per share in cash and certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter a duly executed Letter of transmittal, duly completed and validly executed in accordance with the instructions theretoTransmittal, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (x) a check representing the number amount of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares cash which such holders have holder has the right to receive pursuant to Section 1.6(f, (y) and any dividends or distributions payable a certificate representing that number of shares of Parent Common Stock which such holder has the right to receive pursuant to Section 1.7(d)and (z) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article , after giving effect to any required withholding tax, and the Certificates shares represented by the Certificate so surrendered shall forthwith be canceledcanceled and retired and cease to exist. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on the Effective Time, for all corporate purposes, subject cash to be paid pursuant to Section 1.7(d) as and the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to holders of shares of Company Capital Stock. In the payment event of dividends, to evidence only the a transfer of ownership of shares of Company Capital Stock which is not registered on the transfer records of the Company, a certificate representing the proper number of full shares of Parent Common Stock into which Stock, together with a check for the cash to be paid pursuant to Section and the cash to be paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to such transferee if the Certificate representing such shares of Company Common Capital Stock shall held by such transferee is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been so converted and paid. Until surrendered as contemplated by this Section , each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive an amount in upon surrender a certificate representing shares of Parent Common Stock, the cash payable pursuant to Section and cash in lieu of the issuance of any fractional shares shares, if any, and unpaid dividends and distributions, if any, as provided in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)this Article II.

Exchange Procedures. Promptly after the Effective Time, Parent the Buyer shall cause instruct the Exchange Agent to mail to each holder of record (holder, as of the Effective Time, of an outstanding certificate representing Company Common Stock (a “Certificate”) or a non-certificated share of Company Common Stock (a certificate or certificates (the "Certificates"), which “Book Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon proper delivery of the corresponding Certificates to the Exchange Agent (or affidavits of loss in lieu thereof together with any bond required pursuant to Section 2.4(c)) or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares, and shall contain such other provisions be in customary form as Parent may directed by the Buyer and reasonably specifyacceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for certificates representing the Merger Consideration payable in respect of the shares of Parent Company Common StockStock represented thereby. Promptly after the Effective Time, cash upon surrender of Certificates (or affidavits of loss in lieu of thereof together with any fractional shares bond required pursuant to Section 1.6(f2.4(c)) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter letters of transmittal, duly properly completed and validly executed in accordance with the instructions theretoduly executed, and such other documents as may reasonably be required pursuant to such instructions, the holders of such Certificates or Book Entry Shares shall be entitled to receive in exchange therefor certificates representing therefor, (A) shares of Buyer Common Stock representing, in the aggregate, the whole number of whole shares of Parent Buyer Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f2.1 (after taking into account all shares of Company Common Stock then held by such holder) and any (B) a check in the amount equal to the aggregate amount of dividends or and other distributions payable pursuant to Section 1.7(d), 2.4(d) and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject cash payable in lieu of any fractional shares of Buyer Common Stock pursuant to Section 1.7(d) as to 2.4(f). No interest shall be paid or accrued on any Merger Consideration. In the payment event of dividends, to evidence only the a transfer of ownership of the number of full shares of Parent Company Common Stock into which 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 the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends paid or distributions payable pursuant to Section 1.7(d)are not payable.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, and in any event not later than ten (10) business days, 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 Shares whose shares Shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) ), and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal 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 Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the 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 issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CertificatesCERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.61.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), ): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 whole shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock (after taking into account all Certificates surrendered by such holder) to which their shares of Company Common Stock were converted at the Effective Timesuch holder is entitled pursuant to Section 1.6(a), payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of right to receive the number of full whole shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted provided for herein and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time"Former Target Stockholders") of a certificate or certificates (the "Certificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Target Capital Stock, whose shares were converted into the right to receive shares of Parent Common Acquiror Capital Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, Acquiror Capital Stock (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent Acquiror or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Acquiror Capital Stock into which their less the number of shares of Company Common Acquiror Capital Stock were converted at to be deposited in the Effective Time, Escrow Fund on such holder's behalf pursuant to Article VIII hereof and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to including the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Acquiror Capital Stock into which such shares of Company Common Target Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Section 8.3 hereof, Acquiror shall cause to be delivered to the Escrow Agent (as defined in Section 8.3 hereof) and any dividends a certificate or distributions payable certificates representing the Total Escrow Shares (as defined below) which shall be registered in the name of the Escrow Agent as nominee for the holders of Certificates cancelled pursuant to this Section 1.7(d1.7. The "Total Escrow Shares" shall be that number of shares of Acquiror Capital Stock to be obtained by Former Target Stockholders in the Merger equal to ten percent (10%) of the Total Target Consideration (excluding Target Option Reserve). Such shares shall be beneficially owned by such holders and shall be held in escrow and shall be available to compensate Acquiror for certain damages as provided in Article VIII. To the extent not used for such purposes, such shares shall be released, all as provided in Article VIII hereof.

Exchange Procedures. Promptly Immediately after the Effective Time, Parent shall cause instruct 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 or Series C Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.62.01(d), cash in lieu of any fractional shares pursuant to Section 1.6(f2.02(e) and any dividends or other distributions pursuant to Section 1.7(d2.02(d), (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Exchange Agent and shall contain 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 Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into (after aggregating all Certificates surrendered by such holder) to which their shares of Company Common Stock were converted at the Effective Timesuch holder is entitled pursuant to Section 2.01(d) (which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f2.02(e) and any dividends or distributions payable pursuant to Section 1.7(d2.02(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Stock or Series C Stock shall have been so converted be entitled pursuant to the terms hereof and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f2.02(e) and any dividends or distributions payable pursuant to Section 1.7(d2.02(d). No interest will be paid or accrued on any cash payable in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock or Series C Stock that is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock and cash may be issued to a transferee if the Certificate representing such shares of Company Common Stock or Series C 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.