Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

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

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Xxxxxxxx.xxx Common Stock (the "Certificates") whose shares were converted into shares of Phone Common Stock pursuant to Section 2.1 hereof, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent Phone may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Phone Common Stock. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Phone, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Phone Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Xxxxxxxx.xxx Common Stock which is not registered in the transfer records of Xxxxxxxx.xxx, a certificate representing the Company, payment proper number of the Merger Consideration shares of Phone Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Phone Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Phone that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will shall accrue on any cash payable to holders in lieu of Certificates pursuant to the provisions any fractional shares of this Article IIPhone Common Stock.

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

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent but in no event more than three (3) Business Days thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each record holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented Company Shares (i) a notice of the effectiveness of the Merger, (ii) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and Agent, which shall be in customary a form and have contain such other provisions as Parent and the Company may reasonably specify) determine necessary, and (iiiii) instructions for use in effecting the surrender of the surrendering such Certificates in exchange for and receiving the Merger ConsiderationConsideration in respect thereof to which such holder is entitled under this Agreement. Each holder of record of a Certificate shall, upon Upon surrender to the Paying Agent of such a Certificate, together with such letter of transmittaltransmittal duly executed and completed in accordance with the instructions thereto, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor therefor, in the case of Company Shares, cash in an amount equal to the product of cash which (i) the number of shares of Company Common Stock previously Shares formerly represented by such Certificate shall have been converted into and (ii) the right Merger Consideration, to receive pursuant to Section 2.01(c), and be mailed within ten (10) Business Days of receipt of such Certificate. No interest or dividends will be paid or accrued on the Certificate so surrendered shall forthwith be canceledMerger Consideration. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of If the Merger Consideration may is to be made to delivered in the name of a person other than the person in whose name the Certificate so surrendered is registered if in the stock transfer records of the Company, it shall be a condition of such delivery that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment delivery shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration such delivery to a person other than the registered holder of the Certificate, or that such Certificate or person shall establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.02(b3.10(b), each Certificate (other than Certificates representing Dissenting Shares or Company Shares to be canceled pursuant to Section 3.6(b)) shall be deemed at any time after the Effective Time to represent represent, for all purposes, only the right to receive upon such surrender an amount in cash equal to the Merger Consideration which multiplied by the holder thereof has the right to receive in respect number of Company Shares formerly evidenced by such Certificate pursuant to this Article IIwithout any interest or dividends thereon. No interest The Payment Fund shall be paid or will accrue on used as provided herein and shall not be used for any cash payable to holders of Certificates pursuant to the provisions of this Article IIother purpose.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail be mailed to each holder of record 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 the right to receive the Merger Consideration pursuant to Section 1.6, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates to by the Paying Agent Agent, and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if (i) such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, (ii) the Person requesting such payment has posted a bond in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against them with respect to such Certificate (which requirement may be waived by Parent, in its sole discretion, upon receipt of an opinion of counsel in form and substance satisfactory to Parent) and (iii) the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by pursuant to this Section 2.02(b1.8(c), each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock (other than Certificates representing Dissenting Shares) will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect Consideration. Notwithstanding any other provision of such Certificate pursuant to this Article II. No Agreement, no interest shall will be paid or will accrue on any the cash payable in respect of the Merger Consideration upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to holders of Certificates deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code or under any provisions of state, local or foreign tax Law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Article IIAgreement as having been paid to the Person in respect of which such deduction or withholding was made by Parent or the Paying Agent.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifycontain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate one or more Certificates shall, upon surrender to the Paying Exchange Agent of such CertificateCertificate or Certificates, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to receive in exchange therefor the amount of cash to which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive holder is entitled pursuant to Section 2.01(c2.09(c), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 2.10(b) may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b2.10(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIConsideration. No interest shall be paid or will accrue on any cash payable payment to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate or Certificates (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Certificate shall pass, only upon proper delivery of the such Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent the Surviving Corporation and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Consideration. Each holder Upon surrender of record of such a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration cash may be made paid to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration cash to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b3.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Article IIIII. No interest shall will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIIII. The Surviving Corporation shall pay the charge and expenses of the Paying Agent.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as promptly as practicable, the amount of cash which and the number of whole shares of Parent Common Stock that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive pursuant to Section 2.01(c)receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate Certificate: (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other taxes similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIII and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

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

Exchange Procedures. As soon promptly as reasonably practicable after the Effective TimeTime (but in any event within three (3) business days), Parent shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of a Certificate shares of Common Stock or Company Stock Options entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon Upon surrender to the Paying Agent of such Certificatea Certificate for cancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which such holder has the number right to receive in respect of the shares of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), 2.01(a) and the Certificate so surrendered shall forthwith be canceled. As soon as reasonably practicable after receipt of the required documentation from a holder, the Paying Agent shall make payment to such holder by mailing certified or bank checks payable to such holder in next day funds; provided, however, if and to the extent that a holder is entitled to receive an amount in excess of $500,000, such holder may, at its option, deliver to the Paying Agent at or after Closing the documentation required herein together with wire transfer instructions, and upon the receipt of the same by the Paying Agent at or after Closing, the Paying Agent shall make payment to such holder by wire transfer of same day funds in accordance with such instructions. In the event of a transfer of ownership of Company shares of Common Stock which that is not registered in the transfer records of the CompanyCompany that is made prior to the Effective Time, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate representing such Certificate shares shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.04, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration to which the holder thereof has the right to receive in respect of such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares Merger Consideration for each share of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to cash as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent Crane and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the applicable Merger Consideration. Each holder Upon surrender of record of such a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Crane, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration cash may be made paid to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicabletransfer. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Article II. No interest shall will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II. Crane shall pay the charges and expenses of the Exchange Agent.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent the Offerors shall cause the Paying Agent to mail to each holder of record (other than the Offerors) of a Certificate certificate or certificates that immediately prior to the Effective Time represented shares of Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary a form and have such other provisions as Parent the Offerors may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by the Offerors, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the amount Paying Agent shall pay, the Merger Consideration for each share of cash which the number of shares of Company Common Stock previously represented formerly evidenced by such Certificate, and such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate so surrendered is registered if such Certificate on the stock transfer books of the Company, it shall be a condition of payment to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any have paid all transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate thereof or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.02(b)3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect of shares theretofore represented by such Certificate shall have been converted pursuant to this Article IISection 3.01(a). No interest shall will be paid or will accrue on any the cash payable to holders upon the surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall the Purchaser and the Surviving Corporation will cause the Paying Exchange Agent to mail send to each holder of record of a Certificate the Company Certificates whose shares were converted pursuant to Section 2.6 into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may the Purchaser and the Surviving Corporation and the Exchange Agent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Company Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholding) of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into Merger Consideration that the right holder is entitled to receive pursuant to under Section 2.01(c)2.6, and the Company Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued with respect to any Merger Consideration deliverable upon due surrender of the Company Certificates. In the event of a transfer of ownership of the Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than transferee if, and only if, the person in whose name Company Certificate representing such Company Common Stock is presented to the Certificate so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.8, each Company Certificate (other than the Company Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time for all purposes to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Company Certificate pursuant to this Article II. No interest In the case of the Company Certificates representing Dissenting Shares, each Company Certificate representing Dissenting Shares shall be paid or will accrue on deemed at any cash payable time after the Effective Time for all purposes to holders represent only the right to receive the fair value of Certificates such Dissenting Shares pursuant to the provisions of this Article IIDGCL.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled Parent shall cause the Paying Agent to receive in exchange therefor pay to the amount holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock a Certificate representing Shares which is are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes (as hereinafter defined) required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IIIII. No interest shall be paid or will accrue on any cash the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented outstanding shares of FPL Common Stock or Entergy Common Stock (the "Certificates") whose shares were converted into the right to receive shares of Company Common Stock pursuant to Section 2.01 (the "Merger Consideration"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent FPL and Entergy may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Common Stock previously represented by that such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.01(c2.02(c) and cash in lieu of any fractional share of Company Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company FPL Common Stock which or Entergy Common Stock that is not registered in the transfer records of FPL or Entergy, as the Companycase may be, payment a certificate representing the proper number of the Merger Consideration shares of Company Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Company Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of FPL Common Stock or Entergy Common Stock, as the case may be, in accordance with Section 2.02(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.4, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled Parent shall cause the Paying Agent to receive in exchange therefor pay to the amount holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock a Certificate representing Shares which is are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.5, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest shall be paid or will accrue on any cash the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article II.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates, or an electronic book entry position in lieu of a physical certificate or certificates, that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a “Certificate”) whose shares were converted into the right to receive Merger Consideration pursuant to Section 1.6, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Exchange Agent, only upon proper delivery of the Certificates to the Paying Agent Exchange Agent, and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration payable in respect of cash which the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)the provisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)1.7, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 1.7. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective TimeTime of the Merger, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 3.1(b) hereof (such -------------- certificates, the "Certificates") (i) a form of letter of transmittal (transmittal, which shall ------------ specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article III, ----------- and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)------- 3.2, each Certificate shall be deemed at any time after the Effective Time to --- represent only the right to receive upon such surrender the Merger Consideration which certificate representing the holder thereof has appropriate number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock and any dividends to the right to receive extent provided in respect of such Certificate pursuant to Section 3.2(c) hereof as contemplated by this Article IISection 3.2. No -------------- ----------- interest shall will be paid or will accrue on any cash payable to holders in lieu of Certificates pursuant to the provisions any fractional shares of this Article IIParent Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate Share (other than holders of Excluded Shares) (i) a form of letter of transmittal (which shall specify that when delivery of Shares shall be effected, and and, with respect to certificates representing Shares immediately prior to the Effective Time (“Certificates”), that the risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Paying Agent and which letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate Share (other than holders of Excluded Shares) shall, upon surrender to the Paying Agent submission of such Certificate, together with such a letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented Shares held by such Certificate holder shall have been converted into the right to receive pursuant to Section 2.01(c)3.1(a) of this Agreement, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b3.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IIIII. No interest shall be paid or will accrue on any cash payable to holders of Certificates Shares pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall NTL will cause the Paying Exchange Agent to mail to each registered holder of record a certificate or certificates other than Dissenting Shareholders, if any, which immediately prior to the Effective Time represented outstanding shares of a Certificate Partners Common Stock (the "Certificates") whose shares were cancelled in consideration of the receipt of the Amalgamation Consideration pursuant to Section 2.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent Partners and NTL may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Amalgamation Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange consideration therefor the amount of cash which the a certificate representing that number of whole shares of Company NTL Common Stock, NTL Class C Stock previously represented by or NTL Class D Stock (collectively, "NTL Capital Stock") which such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.01(c2.2(c) and cash in lieu of any fractional share of NTL Capital Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Partners Common Stock which is are not registered in the transfer records of Partners under the Company, payment name of the Merger Consideration person surrendering such Certificate, a certificate representing the proper number of shares of NTL Capital Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of NTL Capital Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent NTL that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Amalgamation Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of NTL Capital Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Millennium Certificate (each a “Certificate”) whose shares have been converted into the right to receive shares of Lyondell Common Stock pursuant to Section 4.1 (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent Millennium and Lyondell may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates and for receipt of the Lyondell Certificates to which such holder is entitled set forth in exchange for the Merger Considerationthis Article 4. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a Lyondell Certificate representing that number of shares of Company Lyondell Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article 4, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Millennium Common Stock which is not registered in the transfer records of Millennium, a Lyondell Certificate representing the Company, payment proper number of the Merger Consideration shares of Lyondell Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other non-income taxes required by reason of the payment issuance of the Merger Consideration shares of Lyondell Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Lyondell that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)4.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Lyondell Certificates representing the Merger Consideration number of shares of Lyondell Common Stock which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II4.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate certificate or certificates, which immediately prior to the Effective Time represented outstanding Cash Merger Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Cash Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Cash Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Mergerco, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously Cash Merger Consideration for each Share formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Cash Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Cash Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Cash Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to cash as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates or a Book-Entry Share or Book-Entry Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and which shall be in customary such form and have such other provisions as Parent and the Company may reasonably specifymutually agree) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender (or effective affidavits of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the amount of cash which Merger Consideration payable with respect to the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered registered, if such Certificate or Book-Entry Shares shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or Book-Entry Shares or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until Subject to Section 2.01(e), until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 2.02. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate or Book-Entry Share.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction satis faction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate (a “Certificate”) or book-entry share (a “Book-Entry Share”) that immediately prior to the Effective Time represented issued and outstanding Company Common Shares and whose shares were converted into the right to receive the Merger Consideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Paying Agent Exchange Agent, and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shallor Book-Entry Share, upon surrender as applicable, for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the amount of cash which the that number of shares of Company whole Parent Common Stock previously represented by Shares and/or cash, as applicable, that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article III, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment If any portion of the Merger Consideration may is to be made to registered in the name of a person other than the person in whose name the applicable surrendered Certificate so or Book-Entry Share is registered, it shall be a condition to the registration of such Merger Consideration that the surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required by reason of such registration in the payment name of the Merger Consideration to a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIConsideration. No interest shall be paid or will shall accrue on any cash payable to for the benefit of holders of Certificates pursuant to or Book-Entry Shares on the provisions Merger Consideration payable upon the surrender of this Article IICertificates or Book-Entry Shares.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of i-Cube Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent Razorfish and i-Cube may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to the holder of such Certificate shall receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Razorfish Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.01(c2.02(c) and cash in lieu of any fractional share of Razorfish Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company i-Cube Common Stock which is not registered in the transfer records of i-Cube, a certificate representing the Company, payment proper number of the Merger Consideration shares of Razorfish Common Stock may be made issued to a person (as defined in Section 8.03) other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Razorfish Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Razorfish that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right and any cash in lieu of fractional shares of Razorfish Common Stock to receive be issued or paid in respect consideration therefor upon surrender of such Certificate pursuant to certificate in accordance with this Article IISection 2.02. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to the holder of such Certificate shall receive in exchange therefor (i) the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of Section 2.01(c2.2, (ii) a certificate representing that number of whole shares of Parent Common Stock which such holder has the right to receive pursuant to the provisions of Section 2.2, (iii) certain dividends or other distributions in accordance with Section 2.3(c) and (iv) cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.3(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made issued and paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes required by reason of the issuance or payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration which the applicable holder thereof of shares of Company Common Stock has the right to receive in respect of such Certificate pursuant to this Article IISection 2.2, cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.3(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Each Such letter and instructions can be faxed to the holder of record upon request. Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously Merger Consideration for each Share formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In Such payment shall be made to the event holder of record by bank check; provided that any holder of record entitled to a payment in excess of $500,000 shall have the right to receive payment by electronic wire transfer, in which case payment shall be made net of any applicable wire transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, fees. If payment of the Merger Consideration may is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that: (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer; and (y) the person Person requesting such payment shall pay have paid any transfer or and other similar taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to cash as contemplated by this Article II. No Section 2.2, without interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIthereon.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Each holder of record Upon surrender of a Book-Entry Share or a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly completed and validly executed, and and/or such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the amount of cash which the number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted into the right holder is entitled to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment a check for the proper amount of cash comprising the Merger Consideration may shall be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and transfer. In such case, the person requesting such payment shall pay amount of any stock transfer or other taxes required by reason similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of the Merger Consideration to a person other than the registered holder of such Certificate Taxes, or establish to the reasonable satisfaction of Parent that such tax has been paid or exemption therefrom, is not applicablesubmitted. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration which the holder thereof has the right payable to receive in respect holders of such Certificate Company Common Stock pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent but in no event more than five (5) business days thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01. If any holder of shares of Company Common Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or will accrue on any the cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the applicable Merger ConsiderationConsideration with respect thereto. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash which cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive pursuant to receive, together with certain dividends or other distributions in accordance with Section 2.01(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment a receipt evidencing the proper number of the Merger Consideration Parent ADSs may be made issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration Parent ADSs to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II., certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with

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

Exchange Procedures. As soon as reasonably practicable (a) Promptly after the Effective TimeTime of the Holding Company Merger, Parent the Buyer shall cause the Paying Agent exchange agent selected by the Buyer (the "EXCHANGE AGENT"), subject to the reasonable satisfaction of the Company, which may be an Affiliate of the Buyer, to mail to each holder the shareholders of record of a Certificate (i) a form of letter of the Company appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing shares of the Company prior to such Effective Time shall pass, only upon proper delivery of the Certificates such certificates to the Paying Exchange Agent). After such Effective Time, each holder of Company Shares issued and outstanding at such Effective Time (other than any of such shares held by the Buyer or any Affiliate thereof or canceled pursuant to SECTION 2.2(C)) shall surrender the certificate or certificates representing such shares to the Exchange Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, promptly upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to thereof receive in exchange therefor the amount of cash which the number of shares of Company Common the Buyer's Stock previously represented by to which such Certificate shall have been converted into the right holder is entitled hereunder, plus any cash payments to which such holder is entitled hereunder in respect of rights to receive pursuant fractional shares. The Buyer shall not be obligated to Section 2.01(c), and deliver any of such payments in cash or stock until such holder surrenders the Certificate certificate(s) representing such holder's Company Shares. The certificate(s) so surrendered shall forthwith be canceledduly endorsed as the Exchange Agent may require. In Any other provision of this Agreement notwithstanding, neither the event of a transfer of ownership Buyer nor the Exchange Agent shall be liable to any holder of Company Common Stock which is not registered Shares for any amounts paid or properly delivered in the transfer records of the Company, payment of the Merger Consideration may be made good faith to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate public official pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIapplicable abandoned property Law.

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

Exchange Procedures. As soon as reasonably practicable after the -------------------- Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (each, a "Certificate") which immediately prior to the Effective Time represented outstanding shares of ICI Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01 (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by ICI, together with such letter of transmittal, duly executed, and such other documents as may be reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company ICI Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company ICI Common Stock which is not registered in the transfer records of the CompanyICI, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the holder thereof has the right to receive in respect shares of ICI Common Stock theretofore represented by such Certificate shall have been converted pursuant to this Article IISection 2.01. No interest shall will be paid or will accrue on any the cash payable to holders upon the surrender of Certificates pursuant any Certificate, except to the provisions of this extent provided under Article II13.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates (the “Certificates”) that, immediately prior to the Effective Time, represented outstanding Target Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1(c) shall surrender such holder’s Certificate for cancellation to the Company (ior to such other agent or agents as may be appointed by Company) together with a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Company and which shall be in customary such form and have such other provisions as Parent Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal), duly executed, and such other documents as may reasonably be required by the Paying AgentCompany, the holder of such Certificate shall be entitled to receive in exchange therefor the amount holder’s pro rata portion of cash the Merger Consideration, including the Company Shares, into which the aggregate number of shares of Company Common Stock Target Shares previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c2.1(c), and the Certificate so surrendered shall forthwith be canceled. Thereafter, such holder shall be treated as a holder of Company Common Stock for purposes of voting or quorum for any meeting of the stockholders of Company. In the event of a transfer of ownership of Company Common Stock which Target Shares that is not registered in the transfer records of the CompanyTarget, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect of Target Shares theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.1(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record (other than Royal Ahold or any direct or indirect wholly-owned subsidiary of Royal Ahold) of a Certificate certificate or certificates that immediately prior to the Effective Time represented shares of Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the amount Paying Agent shall pay, the Merger Consideration for each share of cash which the number of shares of Company Common Stock previously represented formerly evidenced by such Certificate, and such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate so surrendered is registered if such Certificate on the stock transfer books of the Company, it shall be a condition of payment to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any have paid all transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate thereof or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.02(b)3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect of shares theretofore represented by such Certificate shall have been converted pursuant to this Article IISection 3.01(a). No interest shall will be paid or will accrue on any the cash payable to holders upon the surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record record, as of the Effective Time, of a Certificate certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously Merger Consideration for each Share formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of Company Common Stock which is not registered in cash payable upon the transfer records surrender of the Company, Certificates. If payment of the Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to cash as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate Certificate, other than Parent, the Company and any Subsidiary of Parent or the Company, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper actual delivery of the Certificates to the Paying Agent and which shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company Common Stock previously Shares theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.5, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In No interest will be paid or will accrue on the event cash payable upon the surrender of a transfer of ownership of Company Common Stock which any Certificate. If payment is not registered in the transfer records of the Company, payment of the Merger Consideration may to be made to a person or entity other than the person or entity in whose name the Certificate so surrendered is registered if registered, it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person or entity requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any Shares owned by Parent or any Subsidiary of Parent) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the holder thereof has Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. Notwithstanding the right foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to receive a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company for six months after the Effective Time shall be repaid to the Surviving Corporation (including, without limitation, all interest and other income received by the Paying Agent in respect of all such Certificate pursuant to this Article IIfunds). No interest shall be paid Thereafter, persons or will accrue on any cash payable to holders of Certificates pursuant entities who prior to the provisions Merger held Shares shall look only to the Surviving Corporation (subject to the terms of this Article IIAgreement, abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them, without interest.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent Acquirer shall cause the Paying Agent to mail to each holder of record of a Certificate certificate representing shares of Company Common Stock (a “Certificate”) (i) a form of letter of transmittal (which shall specify specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and which shall Agent, such letter of transmittal to be in customary form and have such other provisions as Parent Acquirer may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Each holder of record of a Certificate shall, upon Upon surrender to the Paying Agent of such Certificate, a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted into the right holder is entitled to receive pursuant to Section 2.01(c)this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made issued to such a person other than the person in whose name transferee if the Certificate so surrendered formerly representing such Company Common Stock is registered if presented to the Paying Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by reason of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent Acquirer and the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by For the purposes of this Section 2.02(bAgreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), each Certificate shall be deemed at any time after general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Effective Time to represent only Securities Exchange Act of 1934, as amended (including the right to receive upon such surrender rules and regulations promulgated thereunder, the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II“Exchange Act”)).

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (ia) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment If any portion of the Merger Consideration may is to be made paid to a person Person other than the person Person in whose name the a Certificate so surrendered pursuant to Section 2.03(d) is registered if registered, it shall be a condition to such payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, as applicable, and the person Person requesting such payment shall pay inform the Exchange Agent, pursuant to an agreement entered into prior to Closing, whether any transfer or other taxes similar Taxes are required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate Certificate, or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid Taxes are not payable. If such transfer or is not applicable. Until surrendered as contemplated by this Section 2.02(b)other similar Taxes are payable pursuant to the preceding sentence, each Certificate then the Exchange Agent shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender withhold and deduct from the Merger Consideration which (including cash in lieu of fractional shares of NBT Stock) otherwise payable pursuant to this Agreement to the designated Person other than the registered holder, such amounts as the Exchange Agent determines are necessary based on the information supplied by the registered holder. The Exchange Agent (or, subsequent to the twelve-month anniversary of the Effective Time, NBT) shall be entitled to deduct and withhold from the Merger Consideration (including cash in lieu of fractional shares of NBT Stock) otherwise payable pursuant to this Agreement to any holder of Salisbury Stock such amounts as the Exchange Agent or NBT, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that any amounts are withheld by the Exchange Agent or NBT, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder thereof has the right to receive of shares of Salisbury Stock in respect of whom such Certificate pursuant to this Article II. No interest shall be paid deduction and withholding was made by the Exchange Agent or will accrue on any cash payable to holders of Certificates pursuant to NBT, as the provisions of this Article IIcase may be.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.4, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled Parent shall cause the Paying Agent to receive in exchange therefor pay to the amount holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock a Certificate representing Shares which is are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.5, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest shall be paid or will accrue on any cash the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall cause the Paying Exchange Agent to mail to each person who was, at the Effective Time, a holder of record of a Certificate shares of Company Common Stock entitled to receive the Merger Consideration: (ia) a form of letter of transmittal (which 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 Paying Agent Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify) specify (such letter to be reasonably acceptable to Company prior to the Effective Time), and (iib) instructions for use in effecting the surrender of the such Company Certificates in exchange for the applicable Merger ConsiderationConsideration pursuant to such letter of transmittal. Each holder of record Upon surrender of a Company Certificate shall, upon surrender to the Paying Exchange Agent of such Certificate, together with such letter of transmittal, duly executedand validly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor such shares of Parent Common Stock (which, at Parent’s option, shall be in uncertificated book-entry form unless a physical certificate is requested or is otherwise required by applicable law) representing, in the amount of cash which aggregate, the whole number of shares of Company Common Stock previously represented by that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c3.1(b) (after taking into account all shares of Company Common Stock then held by such holder), and the Company Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment No interest will be paid or will accrue on any amount due. If any portion of the Merger Consideration may is to be made paid to a person Person other than the person Person in whose name the Company Certificate is registered, it shall be a condition to such payment that the Company Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Company Certificate or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b)4.2, each Company Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration certificate representing shares of Parent Common Stock and any dividends or other distributions to which the such holder thereof has the right to receive in respect of such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 4.4.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose Shares were converted into the right to receive the Merger Consideration pursuant to the terms of the Articles of Merger, (i) a form of letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled Parent shall cause the Paying Agent to receive in exchange therefor pay to the amount holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock a Certificate representing Shares which is are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes (as hereinafter defined) required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IIIII. No interest shall be paid or will accrue on any cash the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent the Company and Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Acquiror Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article 2, certain dividends or other distributions, if any, in accordance with Section 2.01(c2.2(c) and cash in lieu of any fractional share of Acquiror Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Company Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay issuance pays any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Acquiror Common Stock to a person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent Acquiror that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II2, certain dividends or other distributions, if any, in accordance with Section 2.2(c) and cash in lieu of any fractional share of Acquiror Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, but in any event not more than three (3) Business Days after the Effective Time, Parent shall cause the Paying Agent to mail or otherwise deliver to each holder of record of a Certificate representing Shares which were converted pursuant to Section 3.1(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates each Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Paying Agent and which shall be in customary such form and have such other customary provisions as Parent may reasonably specifyand the Company shall mutually agree) and (ii) instructions for use in effecting the surrender of the Certificates each such Certificate in exchange for payment of the total amount of Merger ConsiderationConsideration that such holder is entitled to receive pursuant to this Agreement. Each holder of record Upon proper surrender of a Certificate shall, upon surrender to the Paying Agent of such CertificateAgent, together with such the related letter of transmittal, duly executed, and such other documents as may be reasonably be required by pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration (subject to subsection (e) of cash which the number of shares of Company Common Stock previously this Section 3.2) for each Share formerly represented by such Certificate, to be mailed within five (5) Business Days of receipt of such Certificate shall have been converted into and letter of transmittal by the right to receive pursuant to Section 2.01(c)Paying Agent, and the Certificate so surrendered shall forthwith be canceledcancelled. In No interest shall be paid or accrue on the event cash payable upon surrender of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, any Certificate. If payment of the any Merger Consideration may is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment of such Merger Consideration that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall pay have paid to the Paying Agent in advance any transfer or other taxes Tax required by reason of the payment of the such Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax Tax either has otherwise been paid or is not applicable. Until Subject to Section 3.3, until surrendered as contemplated by this Section 2.02(b)3.2, each Certificate representing one or more Shares that were converted pursuant to Section 3.1(c) shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender receive, in cash, the Merger Consideration which the holder thereof has the right (subject to receive in respect subsection (e) of this Section 3.2) for each Share formerly represented by such Certificate pursuant to as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 3.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of Parent New Preferred Stock, as applicable, pursuant to Section 2.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as the Company and Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger ConsiderationConsideration or shares of Parent New Preferred Stock, as applicable. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Parent Common Stock previously represented by or Parent New Preferred Stock which such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.01(c2.2(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Common Stock or Company Preferred Stock which is are not registered in the transfer records of the Company, payment Company under the name of the Merger Consideration person surrendering such Certificate, a certificate representing the proper number of shares of Parent Common Stock or Parent New Preferred Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock or Parent New Preferred Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of Parent New Preferred Stock, as applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares are converted pursuant to Section 2.01(c) into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittaltransmittal duly executed and completed in accordance with its terms, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount portion of cash the Merger Consideration which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any portion of the Merger Consideration to be received in the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment the portion of the Merger Consideration which is payable with respect to such shares of Company Common Stock may be made paid to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered if presented to the Exchange Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of the Company to represent only the right to receive upon such surrender that portion of the Merger Consideration which the holder thereof has the right to receive payable in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates connection therewith pursuant to the provisions of this Article IIMerger.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.8(b), (i) a form Letter of letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to receive in exchange therefor the amount Exchange Agent shall pay the holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration in respect of such Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment If any portion of the Merger Consideration may is to be made paid to a person Person other than the person in whose name registered holder of the shares represented by the Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificate or Certificates so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate shares or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b)2.9, each Certificate (other than Certificates representing Dissenting Shares or shares of Company Common Stock to be canceled pursuant to Section 2.8(b)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of upon such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIsurrender.

Exchange Procedures. As soon as reasonably practicable possible after the Effective TimeTime (but in any event within three (3) Business Days), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon proper delivery of the Certificates to the Paying Agent Agent, and which letter shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration to which the holder thereof is entitled. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which payable in respect of the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 2.2. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable possible after the Effective TimeTime (but in any event within three Business Days), Parent the Company and the Surviving Company shall cause the Paying Exchange Agent to mail to each holder of record of a each Stock Certificate that immediately prior to the Effective Time evidenced outstanding shares of Juniper Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 3.1: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Stock Certificate shall passpass to the Exchange Agent, only upon proper delivery of the Certificates Stock Certificate to the Paying Agent Exchange Agent, and which letter shall be in customary such form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Stock Certificate in exchange for the Merger ConsiderationConsideration to which the holder thereof is entitled. Each holder of record Upon surrender of a Stock Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents reasonably satisfactory to Juniper as may be appointed by the Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration payable in respect of cash which the number of shares of Company Juniper Common Stock previously represented by such Stock Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)the provisions of this Article III, and the Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company one or more shares of Juniper Common Stock which is that are not registered in the stock transfer records of the CompanyJuniper, payment of the Merger Consideration may be made to a person other than the person in whose name the Stock Certificate so surrendered is registered registered, if such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Stock Certificate or establish to the reasonable satisfaction of Parent the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each Stock Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 3.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), Parent shall cause the Paying Exchange Agent to mail will send to each record holder of record shares of a Certificate Company Common Stock other than Dissenting Shares, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Paying Exchange Agent and which shall be in a reasonable and customary form and have such other provisions as Parent may reasonably specifyform) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Each As soon as reasonably practicable after the Effective Time, each holder of record of a Certificate shallor Book-Entry Shares, upon surrender of a Certificate or Book-Entry Shares to the Paying Exchange Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, shall be entitled to receive in exchange therefor the amount of cash which the number of shares Merger Consideration, without interest, for each share of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)or Book-Entry Share, and the Certificate and Book-Entry Share so surrendered shall forthwith be canceled. In The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a transfer of ownership of Company Common Stock which is not registered Exchange Agent may impose to effect an orderly exchange thereof in the transfer records of the Company, accordance with normal exchange practices. No interest will be paid or will accrue on any cash payable pursuant to Section 1.7(a) or Section 1.8. If payment of the Merger Consideration may is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall pay have paid any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after Payment of the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration which the holder thereof has the right with respect to receive in respect of such Certificate pursuant to this Article II. No interest Book-Entry Shares shall only be paid or will accrue on any cash payable to holders of Certificates pursuant made to the provisions of this Article IIPerson in whose name such Book-Entry Shares are registered.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (by mail or made available for collection by hand if so elected by the surrendering shareholder) the amount of cash which payable in respect of the number of shares of Company Common Stock previously represented theretofore evidenced by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 2.2. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder all holders of record of a Certificate Certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and which were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, each of the holders of such Certificates shall be entitled to receive in exchange therefor the amount of cash which payable in respect of the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive Certificates pursuant to Section 2.01(c)the provisions of this Article II, and each of the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the stock transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be has been properly endorsed or otherwise be is in proper form for transfer and the person requesting such payment shall pay pays any transfer taxes or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)2.03, 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 into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent but no more than ten (10) days after the Effective Time, the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Decor Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent Interiors and Decor may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Interiors Class A Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article II, and cash in lieu of any fractional share of Interiors Class A Common Stock in accordance with Section 2.01(c2.2(e), and the Certificate so surrendered shall forthwith be canceledcanceled (such cash and Interiors Class A Common Stock deposited with the Exchange Agent for the purpose of the Merger, collectively, the "Exchange Fund"). In the event of a transfer surrender of ownership a Certificate representing shares of Company Decor Common Stock which is are not registered in the transfer records of Decor under the Company, payment name of the Merger Consideration person surrendering such Certificate, a certificate representing the proper number of shares of Interiors Class A Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Interiors Class A Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Interiors that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, and cash in lieu of any fractional share of Interiors Class A Common Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall the Surviving Corporation will cause the Paying Exchange Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Common Stock (other than Dissenting Shares and shares to be canceled pursuant to Section 2.01(b)) (the "CERTIFICATES"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent Merger Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Merger Sub or the Surviving Corporation, together with such a letter of transmittal, duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Paying Agent"TRANSMITTAL DOCUMENTS"), the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration for each share of cash which the number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company shares of Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such shares if the Certificate evidencing such shares of Common Stock is presented to the Exchange Agent and is properly endorsed or otherwise in proper form for transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the person requesting payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall must either pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate so surrendered or establish to the reasonable satisfaction of Parent Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as soon as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration which the holder thereof has the right to receive for each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in respect of such Certificate pursuant to this Article II. No interest Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be paid or will accrue on any cash payable to holders for the account of Certificates pursuant to the provisions of this Article IISurviving Corporation.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c3.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if if, upon presentation to the Paying Agent, such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay pays any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent that such tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b3.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIIII. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable (but not later than five (5) business days) after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyform) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock or Company Preferred Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to the holder of such Certificate shall receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously Shares theretofore represented by such Certificate shall have been converted into the right entitle such holder to receive pursuant to Section 2.01(c), the provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration into which the holder thereof has the right to receive in respect of such Certificate Shares shall have been converted pursuant to this Article IISection 2.2. No interest shall be paid or will shall accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a an ASARCO Certificate whose shares were converted into the ASARCO Merger Consideration pursuant to Section 3.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the ASARCO Certificates shall pass, only upon proper delivery of the ASARCO Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as ASARCO and Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the ASARCO Certificates in exchange for the ASARCO Merger Consideration. Each holder Upon surrender of record of a an ASARCO Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such ASARCO Certificate shall be entitled to receive in exchange therefor (i) a check in the amount of cash equal to the cash, if any, which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article III and (ii) a Parent Certificate representing that number of whole shares of Parent Common Stock, if any, which such holder has the right to receive pursuant to the provisions of this Article III, certain dividends or other distributions in accordance with Section 2.01(c3.2(c) and cash in lieu of any fractional share in accordance with Section 3.2(e), and the . The ASARCO Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company ASARCO Common Stock which is not registered in the transfer records of ASARCO, the Company, payment of the applicable ASARCO Merger Consideration may be made issued or paid to a person other than the person in whose name the ASARCO Certificate so surrendered is registered if such ASARCO Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment issuance shall pay any all transfer or other taxes non-income Taxes required by reason of the payment issuance of the ASARCO Merger Consideration to a person other than the registered holder of such ASARCO Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each ASARCO Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable ASARCO Merger Consideration into which the holder thereof has the right to receive shares of ASARCO Common Stock formerly represented by such ASARCO Certificate have been converted, certain dividends or other distributions in respect accordance with Section 3.2(c) and cash in lieu of such Certificate pursuant to this Article IIany fractional share in accordance with Section 3.2(e). No interest shall will be paid or will accrue on any cash payable to holders of ASARCO Certificates pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent to will mail to each holder of record of a Certificate which immediately prior to the Effective Time represented outstanding Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01 (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall will be in customary such form and have such other provisions as Parent may reasonably specifyspecify consistent with this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate will be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Parent Common Stock previously represented by and cash, if any, which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article III, and the Certificate so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock Shares which is are not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.02, each Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration and cash, if any, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IIIII. No interest shall will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime but in any event not later than five Business Days thereafter, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares and whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (collectively, the “Certificates”), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to the holder of such Certificate shall receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously Shares theretofore represented by such Certificate shall have been converted into the right entitle such holder to receive pursuant to Section 2.01(c), the provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.8 the Merger Consideration into which the holder thereof has the right to receive in respect shares of such Certificate Company Common Stock shall have been converted pursuant to this Article IISection 2.7. No interest shall be paid or will shall accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall use commercially reasonable efforts to cause the Paying Agent to mail to each holder of record of a Certificate or of Book Entry Shares, within five business days of the Effective Time, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Paying Agent and, in the case of Book Entry Shares, delivery shall be effected and risk of loss and title shall pass only upon adherence to the procedures set forth in the letter of transmittal, and which letter of transmittal shall be in customary such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Book Entry Shares in exchange for the Merger Consideration. Each holder Surrender of record any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Certificate shall, upon surrender or Book Entry Shares for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly completed and properly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the an amount of cash which equal to the number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c2.1(a)(iii), and the Certificate or Book Entry Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the stock transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate or Book Entry Shares so surrendered is or are registered if if, in the case of a Certificate, such Certificate shall be properly endorsed or otherwise be in proper form for transfer, or, in the case of Book Entry Shares, the person in whose name such Book Entry Shares are registered shall have delivered to the Paying Agent instruments of transfer and in such form as the Paying Agent may require in accordance with its customary procedures for the transfer for securities represented by book entry, and, in each case, the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or Book Entry Shares or establish to the reasonable satisfaction of the Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate and all Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the holder thereof has the right to receive in respect shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares have been converted pursuant to this Article IISection 2.1(a)(iii). No interest shall be paid or will shall accrue on any the cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate or Book Entry Shares.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares which Shares were converted into the right to receive shares of Company Common Stock pursuant to Section 1.6 (a "Certificate" or "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Company Common Stock. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of such Certificate, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive in respect of the Certificate surrendered pursuant to Section 2.01(cthe provisions of this Article I (after taking into account all Shares then held by such holder), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the CompanySeller, payment a certificate representing the proper number of shares of Company Common Stock may be issued to a transferee if the Merger Consideration 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. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a person other than certificate representing the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason number of the payment shares of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicableCompany Common Stock. Until surrendered as contemplated by this Section 2.02(b)1.8, 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 which the holder thereof has the right to receive certificate representing shares of Company Common Stock, dividends, cash in respect lieu of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders fractional shares of Certificates pursuant to the provisions of this Article IICompany Common Stock as contemplated by Section 1.8(e) and other distributions as contemplated by Section 1.8(c).

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing Parent Ordinary Shares. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of shares of Company Common Stock previously represented by whole Parent Ordinary Shares which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration Parent Ordinary Shares may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration Parent Ordinary Shares to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which certificate representing the holder thereof has appropriate number of whole Parent Ordinary Shares, and cash in lieu of any fractional Parent Ordinary Shares to the right to receive extent provided in respect of such Certificate pursuant to Section 2.2(c) as contemplated by this Article IISection 2.2. No interest shall will be paid or will accrue on any cash payable to holders in lieu of Certificates pursuant to the provisions of this Article IIany fractional Parent Ordinary Shares.

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective Time, Parent shall cause instruct the Paying Exchange Agent to mail to each holder of record of a Certificate certificate or certificates ("Certificates") which immediately ------------ prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.6, (i) a form of letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent and which shall be in customary form and have contain such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Each holder Upon surrender of record of a Certificate shall, upon surrender Certificates for cancellation to the Paying Exchange Agent of such Certificatefor exchange, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may be reasonably be required by the Paying AgentExchange Agent or Parent, the holder of such Certificates shall be entitled to receive in exchange therefor the amount of cash which Merger Consideration and any dividends or distributions payable pursuant to Section 2.7(d), and the number of shares of Company Common Stock previously represented by such Certificate Certificates so surrendered shall have been converted into be canceled. Until so surrendered, outstanding Certificates shall be deemed, from and after the Effective Time, for all corporate purposes, to evidence only the right to receive in exchange therefor the Merger Consideration and any dividends or distributions payable pursuant to Section 2.01(c2.7(d), and the Certificate so surrendered shall forthwith . No interest will be canceled. In the event paid or accrued on any cash in lieu of a transfer fractional shares of ownership of Company Parent Common Stock which is not registered included in the transfer records of the Company, payment of the Merger Consideration may or on any unpaid dividends or distributions payable to holders of Certificates. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly promptly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the surrendered Certificate or establish established to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

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

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent and in no event more than five business days after the Closing Date, the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate (iother than Certificates representing Dissenting Shares and Certificates formerly representing Shares held by the Purchaser Group or the Company or their respective Subsidiaries) (a) a form of letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify) specify and (iib) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender to the Paying Exchange Agent of such Certificate, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check or wire transfer in the amount of equal to the cash which the number of shares of Company Common Stock previously represented by that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II and such Certificate shall forthwith be cancelled. Parent shall cause the Exchange Agent to deliver such check or wire transfer to a holder promptly following the holder’s submission of the above described materials to the Exchange Agent. No interest will be paid or will accrue on any cash payable upon the surrender of the Certificates. If payment is made to a person or entity (a “Person”) other than the Person in whose name the surrendered Certificate is registered, and it will be a condition of payment that the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall will be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall (i) pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate the surrendered Certificate, or (ii) establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c) who did not complete an Form of Election pursuant to Section 2.03, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash cash, if any, and the number of whole shares of Parent Common Stock, if any, into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. Thereafter, such holder shall be treated as a holder of Parent Common Stock for purposes of voting or quorum for any meeting of the stockholders of Parent. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted pursuant to Section 2.1(a) into the right to receive the Per-Share Cash Amount (the "CERTIFICATES"): (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) specify 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 the Merger ConsiderationPer-Share Cash Amount. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c2.1(a) (less applicable withholding taxes), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time deemed, from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive the Per-Share Cash Amount (less applicable withholding taxes) upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIsurrender.

Exchange Procedures. As soon as reasonably practicable (and in any event no later than ten days) after the Effective Time, Parent the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time evidenced issued and outstanding shares of Target Stock (including persons who purchase Target Common Stock prior to the Effective Time upon the exercise of Target Options), which shall be converted into the right to receive the Merger Consideration pursuant to Section 2.1 (collectively, the "CERTIFICATES"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates Certificates, to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash from the Exchange Fund, which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Target Common Stock which is not registered in the transfer records of the CompanyTarget, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any event within five Business Days), Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) contain customary provisions), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationShares, any dividends or other distributions payable pursuant to Section 1.6(c). Each holder of record of a Certificate one or more Certificates shall, upon surrender to the Paying Exchange Agent of such CertificateCertificates, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to receive promptly in exchange therefor the amount of cash which the (i) a certificate or certificates or book-entry shares representing that number of whole shares of Company Parent Common Stock previously represented (after taking into account all Certificates surrendered by such Certificate shall have been converted into the right holder) to receive which such holder is entitled pursuant to Section 2.01(c1.6(a), and (ii) any dividends or distributions payable pursuant to Section 1.6(c), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration Shares in accordance with Section 1.6(a) may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b1.6(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate Shares and any dividends or other distributions payable pursuant to this Article IISection 1.6(c). No interest shall be paid or will accrue on any cash payable payment to holders of Certificates pursuant to the provisions of this Article II1.

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

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding Shares (the "Certificates"), other than shares to be canceled or retired in accordance with Section 2.l (b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, executed and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other non-income taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed deemed, at any time after the Effective Time of the Merger, to represent only the right to receive upon such surrender the Merger Consideration which certificate representing the holder thereof has appropriate number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock and any dividends to the right to receive extent provided in respect of such Certificate pursuant to Section 2.2(c) as contemplated by this Article IISection 2.2. No interest shall will be paid or will accrue on any cash payable to holders in lieu of Certificates pursuant to the provisions any fractional shares of this Article IIParent Common Stock.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent but in any event within four business days following the Effective Time, the Company shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of a Certificate Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon Upon surrender to the Paying Agent of such Certificatea Certificate for cancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor therefore the amount of cash which that such holder has the number right to receive in respect of shares of Company Common Stock previously the Shares formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c2.01(a), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate representing such Certificate Shares shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration to which the holder thereof has the right to receive in respect of such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent the Company shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of a Certificate Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon Upon surrender to the Paying Agent of such Certificatea Certificate for cancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which that such holder has the number right to receive in respect of shares of Company Common Stock previously the Shares formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c2.01(a), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if the Certificate representing such Certificate Shares shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration to which the holder thereof has the right to receive in respect of such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which certificate representing the holder thereof has appropriate number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock and any dividends to the right to receive extent provided in respect of such Certificate pursuant to Section 2.2(c) as contemplated by this Article IISection 2.2. No interest shall will be paid or will accrue on any cash payable to holders in lieu of Certificates pursuant to the provisions any fractional shares of this Article IIParent Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates (the “Certificates”) that, immediately prior to the Effective Time, represented outstanding Target Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1(c) shall surrender such holder’s Certificate for cancellation to the Company (ior to such other agent or agents as may be appointed by Company) together with a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Company and which shall be in customary such form and have such other provisions as Parent Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal), duly executed, and such other documents as may reasonably be required by the Paying AgentCompany, the holder of such Certificate shall be entitled to receive in exchange therefor the amount holder’s pro rata portion of cash the Merger Consideration, including the Company Shares and the Notes, into which the aggregate number of shares of Company Common Stock Target Shares previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c2.1(c), and the Certificate so surrendered shall forthwith be canceled. Thereafter, such holder shall be treated as a holder of Company Common Stock for purposes of voting or quorum for any meeting of the stockholders of Company. In the event of a transfer of ownership of Company Common Stock which Target Shares that is not registered in the transfer records of the CompanyTarget, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect of Target Shares theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.1(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate or of Book Entry Shares (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Paying Agent and, in the case of Book Entry Shares, delivery shall be effected and risk of loss and title shall pass only upon adherence to the procedures set forth in the letter of transmittal, and which letter of transmittal shall be in such customary form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Book Entry Shares in exchange for the Merger Consideration. Each holder Surrender of record any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Certificate shall, upon surrender or Book Entry Shares for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly completed and properly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the an amount of cash which equal to the number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c3.1(a)(iii), and the Certificate or Book Entry Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the stock transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate or Book Entry Shares so surrendered is or are registered if if, in the case of a Certificate, such Certificate shall be properly endorsed or otherwise be in proper form for transfer, or, in the case of Book Entry Shares, the person in whose name such Book Entry Shares are registered shall have delivered to the Paying Agent instruments of transfer and in such form as the Paying Agent may require in accordance with its customary procedures for the transfer for securities represented by book entry, and, in each case, the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or Book Entry Shares or establish to the reasonable satisfaction of the Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each Certificate and all Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the holder thereof has the right to receive in respect shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares have been converted pursuant to this Article IISection 3.1(a)(iii). No interest shall be paid or will shall accrue on any the cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate or Book Entry Shares.