Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, Parent will instruct the Exchange Agent to mail to each record holder of Partnership Units as of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying that in respect of certificated Partnership Units, delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions.

Exchange Procedures. Promptly after As soon as practicable following the Effective Time, Parent will instruct but in no event later than five (5) Business Days thereafter, the Surviving Entity shall cause the Exchange Agent to mail or deliver to each record person who was, immediately prior to the Effective Time, a holder of Partnership Units as record of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders CAC Common Stock a form of Book-Entry Units) (i) a letter of transmittal (specifying which shall be in customary form and specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Old Certificates will shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) containing instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by consideration to which such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as person may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereofUpon surrender to the Exchange Agent of an Old Certificate for cancellation together with such letter of transmittal duly executed and completed in accordance with the instructions thereto, each the holder of record such Old Certificate shall promptly be provided in exchange therefor, but in no event later than five (5) Business Days after due surrender, a New Certificate. No interest will accrue or be paid with respect to any cash or other property to be delivered upon surrender of one or more Book-Entry Units, which at any Old Certificates. Each of CEC and the Effective Time were converted into the right to receive the Merger Consideration, Surviving Entity shall automatically upon the Effective Time be entitled to receivededuct and withhold, and Parent shall or cause the Exchange Agent to deliver as promptly as practicable after deduct and withhold, from the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive consideration otherwise payable pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by this Agreement to any holder of CAC Common Stock such holder) amounts as it may be required to deduct and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive withhold with respect to the making of such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) under the Code or any Regular Distributionprovision of state, local or foreign Tax Law. In To the event of a transfer of ownership of Partnership Units extent that is not registered in amounts are so withheld by CEC, the transfer records of the Partnership Surviving Entity or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by as the case may be, the withheld amounts shall be treated for all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay purposes of this Agreement as having been paid to the Exchange Agent in advance any transfer or other Taxes required by reason holders of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable CAC Common Stock in respect of Partnership Unitswhich the deduction and withholding was made by CEC, the Surviving Entity or the Exchange Agent, as the case may be, and any cash such amounts shall be delivered by CEC, the Surviving Entity or distributions the Exchange Agent, as the case may be, to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsapplicable taxing authority.

Exchange Procedures. Promptly after Subject to Section 3.1(c), promptly following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent will shall instruct the Exchange Agent to mail to each record holder of Partnership Units as record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units“Certificates”) (iA) a letter of transmittal substantially in the form attached hereto as Exhibit C (specifying “Letter of Transmittal”), which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Agent and which will shall be in customary form and agreed reasonably satisfactory to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) Equityholders’ Representative, and (iiB) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the portion of the Merger Consideration payable or Warrant Payment (as applicable) receivable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate for cancellation to the Exchange Agent together with such letters Letter of transmittalTransmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each the holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will of such Certificate shall be entitled to receive upon surrender in exchange therefor the portion of the Certificates therefor Merger Consideration or Warrant Payment (xas applicable) New Common Units representing, in the aggregate, the whole number of New Common Units that which such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held in respect of the shares of Company Capital Stock or Warrants formerly represented by such holder) Certificate (and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with respect to such Partnership Units pursuant to Section 3.3(c) the Escrow Agreement and Section 3.3(d3.3), and the Certificate so surrendered shall forthwith be canceled. Notwithstanding anything to the contrary contained in this AgreementFollowing any receipt of an Excess Payment, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent will deliver to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Unitssurrendered Certificates, which at the Effective Time were converted into the right to receive the Merger Considerationsuch holder’s pro rata portion thereof; provided, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause that if the Exchange Agent receives an Excess Payment prior to deliver as promptly as practicable after the Effective Timereceipt of surrendered Certificates, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount payment of the cash that such holder has the right to receive with respect portion thereof applicable to such Partnership Units pursuant to Section 3.3(cunsurrendered Certificates shall be made at the same time as payment of the balance of the applicable Merger Consideration or Warrant Payment (as applicable) and Section 3.3(d)upon surrender thereof. No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu Consideration or Warrant Payment (as applicable) payable to holders of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular DistributionCertificates. In the event of a transfer of ownership of Partnership Units shares of Company Capital Stock or Warrants that is not registered in the transfer records of the Partnership or Company, the portion of the Merger Consideration, Consideration or Warrant Payment (as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units shares of Company Capital Stock or Warrants may be paid issued to a transferee, transferee if the Certificate representing such Partnership Units shares of Company Capital Stock or Warrants is presented to the Exchange Agent, and accompanied by all any documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.33.1, each Certificate will shall, subject to Section 3.2, be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the portion of the Merger Consideration, Consideration or Warrant Payment (as applicable) payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Certificate as set forth in Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions2.6.

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within five Business Days thereafter), Parent will instruct the Exchange Agent to shall mail to each record holder of Partnership Units as record of Shares represented by a Certificate (other than holders of Excluded Shares) or Uncertificated Shares that were issued and outstanding immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (in customary form specifying that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) or Uncertificated Shares to the Exchange Agent, and which will such letter of transmittal to be in customary such form and agreed to by Parent have such other provisions as Meadow and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) Iris may reasonably agree, and (ii) instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) or Uncertificated Shares (including instructions for sending an “agent’s message” in customary form and agreed to by Parent and (or such other evidence, if any, as the Partnership prior Exchange Agent may reasonably request)) to the Effective TimeExchange Agent. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(g)) for use to the Exchange Agent in effecting accordance with the terms of such letter of transmittal or with respect to Uncertificated Shares receipt of an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request) by the Exchange Agent, the holder of such surrendered Certificate or Uncertificated Share shall be entitled to receive in exchange therefor non-certificated shares of Meadow Common Stock in book-entry form and cash in lieu of any fractional share of Meadow Common Stock pursuant to Section 2.2(e) and any dividends or other distributions pursuant to Section 2.2(c), less in each case any required Tax withholdings as provided in Section 2.4. The Certificate or Uncertificated Share so surrendered shall forthwith be cancelled. Until due surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsor Uncertificated Shares, each holder who held Partnership Units Certificate and Uncertificated Share that immediately prior to the Effective Time (other than the Partnership represented shares of Company Common Stock shall be deemed, from and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has to represent only the right to receive pursuant to Section 3.1(c) shares of Meadow Common Stock (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid any distributions or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions dividends payable pursuant to Section 3.3(c2.2(c) or and cash in lieu of any Regular Distributionfractional share of Meadow Common Stock pursuant to Section 2.2(e)). In the event of a transfer of ownership of Partnership Units Shares that is not registered in the transfer records of Iris, the Partnership applicable portion of Merger Consideration to be exchanged upon due surrender of the Certificate or the Merger Consideration, as applicable, and any Parent distributions payable Uncertificated Share pursuant to Section 3.3(c2.1(a) payable in respect of such Partnership Units may be issued and paid to a transferee, such transferee if the Certificate formerly representing such Partnership Units Shares is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsapplicable.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct NDC and ------------------- Source shall cause the exchange agent selected by NDC (the "Exchange Agent Agent") to mail to each record holder of Partnership Units as record of a certificate or certificates which represented shares of Source Common Stock and Source Preferred Stock immediately prior to the Effective Time (other than the Partnership "Certificates") appropriate transmittal materials and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) instructions (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the such Certificates will shall pass, only upon proper delivery of the such Certificates to the Exchange Agent, and which will ). The Certificate or Certificates of Source Common Stock or Source Preferred Stock so delivered shall be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to duly endorsed as the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distributionrequire. In the event of a transfer of ownership of Partnership Units shares of Source Common Stock or Source Preferred Stock represented by Certificates that is are not registered in the transfer records of Source, the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to consideration provided in Section 3.3(c) payable in respect of such Partnership Units 3.1 may be paid issued to a transferee, transferee if the Certificate Certificates representing such Partnership Units is presented shares are delivered to the Exchange Agent, and accompanied by all documents required to evidence such transfer and by evidence satisfactory to the Exchange Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as NDC and the Exchange Agent may reasonably required require and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent shall issue to such transfer holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. After the Person requesting Effective Time, each holder of shares of Source Common Stock and Source Preferred Stock (other than shares to be canceled pursuant to Section 3.6 or as to which statutory dissenters' rights have been perfected as provided in Section 3.7) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such exchange will pay shares to the Exchange Agent and shall promptly upon surrender thereof receive in advance any transfer exchange therefor the consideration provided in Section 3.1, together with all undelivered dividends or other Taxes distributions in respect of such shares (without interest thereon) pursuant to Section 4.2. To the extent required by reason of the delivery of the Merger ConsiderationSection 3.8, in any name other than that of the record each holder of such Partnership Units, or will establish to the satisfaction shares of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered Source Common Stock and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed Source Preferred Stock issued and outstanding at any time after the Effective Time to represent only also shall receive, upon surrender of the right to receive upon such delivery and surrender the Merger ConsiderationCertificate or Certificates, payable cash in respect lieu of Partnership Units, and any cash or distributions fractional share of NDC Common Stock to which such holder may be otherwise entitled (without interest). NDC shall not be obligated to deliver the consideration to which any former holder of Source Common Stock or Source Preferred Stock is entitled as a result of the Merger until such holder surrenders such holder's Certificate or Certificates for exchange as provided in this Section 4.1. Any other provision of this Agreement notwithstanding, neither NDC, the Surviving Corporation nor the Exchange Agent shall be liable to a holder of Source Common Stock or Source Preferred Stock for any amounts paid or property delivered in good faith to a public official pursuant to Section 3.3(c)any applicable abandoned property, Section 3.3(d) and (without escheat or similar Law. Adoption of this Agreement by the necessity stockholders of such surrender) Regular DistributionsSource shall constitute ratification of the appointment of the Exchange Agent.

Exchange Procedures. Promptly after (i) Not more than 90 days nor fewer than 30 days prior to the Effective TimeClosing Date, Parent will instruct the Exchange Agent will mail a form of election (the "Form of Election") to mail holders of record of shares of SCANA Common Stock and to each the holders of record holder of Partnership Units shares of PSNC Common Stock (as of a record date as close as practicable to the Effective Time date of mailing and mutually agreed to by PSNC and SCANA). In addition, the Exchange Agent will use its best efforts to make the Form of Election available to the persons (other than as defined in Section 2.3(f)) who become shareholders of SCANA or PSNC during the Partnership period between such record date and the Closing Date. Any election to receive SCANA Merger Consideration contemplated by Section 2.1(e) or PSNC Cash Consideration contemplated by Section 2.2(d) will have been properly made only if the Exchange Agent shall have received at its Subsidiaries designated office or offices, by 5:00 p.m., New York City time, on the fifth business day immediately preceding the Closing Date (the "Election Deadline"), a Form of Election properly completed and Parent accompanied by a SCANA Certificate or a PSNC Certificate, as the case may be (together or as applicable, "Certificate(s)") for the shares to which such Form of Election relates, duly endorsed in blank or otherwise acceptable for transfer on the books of SCANA or PSNC, as the case may be (or an appropriate guarantee of delivery), as set forth in such Form of Election. An election may be revoked only by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Deadline. In addition, all elections shall automatically be revoked if the Exchange Agent is notified in writing by SCANA and its Subsidiaries and other than any holders PSNC that either of Book-Entry Unitsthe Mergers has been abandoned. If an election is so revoked, the Certificate(s) (ior guarantee of delivery, as appropriate) a letter of transmittal (specifying that in respect of certificated Partnership Units, delivery to which such election relates will be effected, and risk of loss and title promptly returned to the Certificates will passperson submitting the same to the Exchange Agent. SCANA shall have the discretion, only upon proper delivery of the Certificates which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive submitted or revoked pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receiveII, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, disregard immaterial defects in Forms of Election. The decision of SCANA (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, ) in such matters shall be conclusive and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions.binding

Exchange Procedures. Promptly The Surviving Corporation shall cause the Paying Agent, as soon as reasonably practicable after the Effective Time, Parent will instruct the Exchange Agent to mail to each record registered holder of Partnership Units as of Company Shares immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying that in respect of certificated Partnership Units, delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by containing such other provisions as Parent and the Partnership prior to the Effective Time) reasonably may require (the “a "Letter of Transmittal”") and (ii) instructions for surrendering the stock certificate or certificates representing the holder's Company Shares (in customary form and agreed to by Parent and the Partnership prior to the Effective Timeeach a "Company Stock Certificate") for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units holder's certificate or certificates which immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, represented outstanding Company Shares which at the Effective Time were converted into the right to receive the Merger Consideration. The Proxy Statement shall provide that, shall automatically upon in lieu of delivery following the Effective Time as aforesaid, and commencing on the tenth (10th) calendar day prior to the date of the Stockholders Meeting, the Letter of Transmittal and instructions for use will be promptly delivered by the Paying Agent to each prior holder of Company Shares from whom the Paying Agent receives a written request therefor prior to the date of the Stockholders Meeting, and that each such prior holder of Company Shares shall be entitled thereafter to receivesurrender its Company Stock Certificate in accordance with the procedures described herein, in the Letter of Transmittal and in the accompanying instructions, and Parent shall cause the Exchange Paying Agent to deliver comply with the foregoing. Upon surrender of a Company Stock Certificate to the Paying Agent for cancellation, together with a Letter of Transmittal duly executed and completed in accordance with its instructions and such other documents as the Paying Agent reasonably may require, the Paying Agent shall pay to the holder of the surrendered certificate, as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) Consideration payable in respect of the Company Shares represented by the certificate, and the Company Stock Certificate so surrendered shall be canceled. The Letter of Transmittal shall provide that such Partnership Units may payment shall, at the holder's election and upon delivery of wire transfer instructions, be by wire transfer at the Company's expense for payments exceeding $1,000,000. If any portion of the Merger Consideration payable in respect of any Company Shares is to be paid to a transfereePerson other than the registered holder of those shares, if it shall be a condition to making such payment that the Company Stock Certificate representing such Partnership Units those shares is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such surrendered properly endorsed or otherwise in proper form for transfer and that the Person requesting such exchange will payment shall (i) pay to the Exchange Agent in advance any transfer or other Taxes required by reason as a result of the delivery of the Merger Consideration, in any name payment to a Person other than that of the record registered holder of such Partnership Units, or will (ii) establish to the satisfaction of the Exchange Paying Agent that such Taxes have Tax has been paid or are is not payable. Until such required documentation has been delivered At and Certificates, if any, have been surrendered, after the Effective Time and until surrendered as contemplated by this Section 3.32.5(b), each Company Stock Certificate will (other than Company Stock Certificates representing Dissenting Shares or shares of Company Common Stock or Company Preferred Stock held in treasury to be canceled pursuant to Section 2.4(d) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration payable upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct the Exchange Agent to mail Acquiror shall deliver to each record holder of Partnership Units as of Company Stock at the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Acquiror and which will shall be in customary such form and agreed to by Parent contain such other provisions as the Company and the Partnership prior to the Effective TimeAcquiror shall agree) (the “"Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the "). Upon surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, a Certificate for cancellation to the Exchange Agent Acquiror, together with such letters Letter of transmittalTransmittal, properly completed and duly executed, and the holder of such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificate shall be entitled to receive upon surrender of the Certificates in exchange therefor (x) New Common Units representing, in the aggregate, the whole a certificate representing that number of New Common Units whole Acquiror Shares that such holder has the right to receive pursuant to Section 3.1(c) (after taking into the provisions of this Article I, less the Escrow Shares attributable to such holder that will be issued and deposited with the Escrow Agent for the account all Partnership Units then held by of such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent the Certificate so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will forthwith be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distributioncanceled. In the event of a transfer of ownership of Partnership Units Company Stock that is not registered in the transfer records of the Partnership or Company, a certificate evidencing the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect proper number of such Partnership Units Acquiror Shares may be paid issued to a transferee, the transferee if the Certificate representing such Partnership Units is presented evidencing the Company Stock shall be surrendered to the Exchange AgentAcquiror, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by surrendered for exchange in accordance with the provisions of this Section 3.31.07(a), each Certificate will theretofore representing Converted Shares (other than shares of Company Stock to be deemed at any time canceled pursuant to Section 1.06(c) of this Agreement) shall from and after the Effective Time to represent for all purposes only the right to receive upon the Acquisition Consideration as set forth in this Agreement. If any holder of Converted Shares shall be unable to surrender such delivery and surrender the Merger Considerationholder's Certificates because such Certificates have been lost or destroyed, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to Section 3.3(c), Section 3.3(d) and (without the necessity Acquiror. No interest shall be paid on any Acquisition Consideration payable to former holders of such surrender) Regular DistributionsConverted Shares.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each record holder of Partnership Units as of (i) a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES"), (ii) a grant letter, option agreement, or other than document representing a Converted Option (an "OPTION DOCUMENT"), and (iii) a certificate, agreement, or other document representing a Company Warrant (a "WARRANT CERTIFICATE"), the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) following: (iA) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effectedeffective, and risk of loss and title to the Certificates, Option Documents, and Warrant Certificates will shall pass, only upon proper delivery of the Certificates, Option Documents, and Warrant Certificates to the Exchange Agent, and which will letter shall be in customary form and agreed to by have such other provisions as Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) may reasonably specify; and (iiB) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the such Certificates, Option Documents, and Warrant Certificates in exchange for the applicable Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificatesa Certificate, if anyOption Document, for cancellation or Warrant Certificate to the Exchange Agent together with such letters letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to by the Exchange Agent, the holder of such instructionsCertificate, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Option Document, or Warrant Certificate shall be entitled to receive upon surrender of in exchange therefor the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the applicable Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereofand the Certificate, each holder of record of one Option Document, or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, Warrant Certificate so surrendered shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)cancelled. No interest will be paid or accrued will accrue on any the Merger ConsiderationConsideration payable to holders of Certificates, any cash payment in lieu of fractional New Common UnitsOption Documents, any Parent distributions payable or Warrant Certificates pursuant to Section 3.3(c) or any Regular Distributionthe provisions of this Article III. In the event of a transfer surrender of ownership of Partnership Units that is a Certificate representing Shares or a Warrant Certificate representing Company Warrants which are not registered in the transfer records of the Partnership Company under the name of the person surrendering such Certificate or the Merger ConsiderationWarrant Certificate, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units payment may be paid made to a transferee, if person other than the person in whose name the Certificate representing or Warrant Certificate so surrendered is registered if such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such Certificate or Warrant Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such exchange will payment shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name payment to a person other than that of the record registered holder of such Partnership Units, Certificate or will Warrant Certificate or establish to the satisfaction of the Exchange Agent that such Taxes have Tax has been paid or are is not payableapplicable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.33.4, each Certificate, Option Document, and Warrant Certificate will shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable Consideration which the holder thereof has the right to receive in respect of Partnership Unitssuch Certificate, and any cash Option Document, or distributions to which such holder is entitled Warrant Certificate pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity provisions of such surrender) Regular Distributionsthis Article III.

Exchange Procedures. Promptly after As promptly as reasonably practicable following the Effective Time (but in no event later than ten (10) Business Days following the Effective Time), Parent will instruct shall cause the Exchange Paying Agent to mail to each record holder of Partnership Units as record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than the Partnership “Certificates”, it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock) and its Subsidiaries and Parent and its Subsidiaries and other than any holders whose shares of Book-Entry Units) Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Section 4.1 (i) a letter of transmittal in customary form and with such other provisions as Parent may determine (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate for cancellation to the Exchange Paying Agent together with such letters letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsinstructions (or, each if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), the holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will of such Certificate shall be entitled to receive upon surrender of in exchange therefor the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that Merger Consideration which such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held in respect of the shares of Company Common Stock formerly represented by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receiveCertificate, and Parent the Certificate so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu Consideration payable to holders of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular DistributionCertificates. In the event of a transfer of ownership of Partnership Units that shares of Company Common Stock which is not registered in the transfer records of the Partnership or Company, the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units Consideration may be paid issued to a transferee, transferee if the Certificate representing such Partnership Units shares of Company Common Stock is presented to the Exchange Paying Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.34.2, each Certificate will shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect Consideration or the right to demand to be paid the “fair value” of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to the shares represented thereby as contemplated by Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions4.3.

Exchange Procedures. Promptly after the Effective Time, the Paying Agent shall, and Parent will instruct shall cause the Exchange Paying Agent to to, mail to each record holder of Partnership Units as record of a Certificate or a Book-Entry Share, which immediately prior to the Effective Time (other than represented outstanding Shares, whose shares were converted pursuant to Section 2.1(c) into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) right to receive the Merger Consideration (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will Certificate or Book-Entry Shares shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Agent, Paying Agent and which will shall be in customary such form and agreed to by have such other provisions as Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) may reasonably specify); and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate or Book-Entry Shares for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letters letter of transmittal, duly executed and properly completed and duly executed, and such other documents as may be reasonably required pursuant to requested by the Paying Agent, the holder of such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificate or Book-Entry Share shall be entitled to receive upon surrender of in exchange therefor the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held Merger Consideration for each Share formerly represented by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Certificate or Book-Entry Units shall not be required to deliver an executed letter of transmittal to Share, and the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one Certificate or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, Share so surrendered shall automatically upon the Effective Time forthwith be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablecancelled. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.2, each Certificate will or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger ConsiderationConsideration as contemplated by this Section 2.2, payable in respect of Partnership Unitswithout interest thereon, and shall not evidence any cash interest in, or distributions any right to which such exercise the rights of a stockholder or other equity holder is entitled pursuant to Section 3.3(c)of, Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsCompany or the Surviving Corporation.

Exchange Procedures. Promptly An RPS Securityholder will have satisfied the “Delivery Requirements” if such RPS Securityholder (i) executes and delivers a counterpart signature page to this Agreement, (ii) executes and delivers a Letter of Transmittal (as defined below) and (iii) delivers original Certificates representing such RPS Securityholder’s Target Capital Stock and Target Warrants, if any, or an Affidavit of Loss to Parent. From and after the Effective Time, Parent will instruct shall have and make available a sufficient amount of cash and a sufficient number of shares of Parent Common Stock and New Parent Warrants for exchange in accordance with the Exchange Agent terms and conditions of this Agreement. No RPS Securityholder shall be entitled to receive its share of the applicable Merger Consideration provided in Section 2.1 until it has satisfied the Delivery Requirements. Target shall use commercially reasonable efforts to mail or deliver (or cause to each record holder be mailed or delivered) within fourteen (14) days after the date of Partnership Units as of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) this Agreement a letter of transmittal (specifying that substantially in respect of certificated Partnership Units, delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) attached hereto as Exhibit C (the “Letter of Transmittal”) and a copy of the Information and Offering Memorandum to each RPS Securityholder that did not previously satisfy the Delivery Requirements. Target shall, upon receiving any original Letter of Transmittal, Certificate, Affidavit of Loss or other communication or correspondence concerning the Letter of Transmittal or the Merger, promptly inform Parent of the same and deliver such original to Parent (ii) instructions (it being understood that in customary form all cases Parent shall receive and agreed to by Parent hold the original of the Letter of Transmittal in escrow pending the Closing and the Partnership prior to the Effective Time) for use in effecting the surrender RPS Securityholders Committee shall receive and hold a copy of the Certificates in exchange for the Merger Consideration payable in respect Letter of Partnership Units represented by such CertificatesTransmittal). Promptly From and after the Effective Time, upon surrender of Certificates, if any, for cancellation to Parent shall within three (3) Business Days after an RPS Securityholder has satisfied the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor Delivery Requirements (x) New Common Units representingpay such RPS Securityholder in cash, in by wire transfer of immediately available funds the aggregate, the whole number amount of New Common Units that any cash to which such holder has the right to receive RPS Securityholder is entitled pursuant to Section 3.1(c2.1 to the account(s) (after taking into account all Partnership Units then held by specified in such holder) RPS Securityholder’s Letter of Transmittal and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect deliver to such Partnership Units RPS Securityholder the number of shares of Parent Common Stock and New Parent Warrants to which such RPS Securityholder is entitled pursuant to Section 3.3(c) and Section 3.3(d2.1 (if any). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.3, each Certificate will shall be deemed upon and at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable appropriate amount of the consideration without interest as provided in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions2.1.

Exchange Procedures. Promptly after following the Impax Merger Effective Time, Parent will instruct Holdco shall send, or shall cause the Exchange Agent to mail send, to each record holder of Partnership Units as of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of an Impax Certificate or Impax Book-Entry Units) Share, in each case which shares were converted into the right to receive Merger Consideration in respect thereof at the Impax Merger Effective Time pursuant to this Agreement: (i) a letter of transmittal (specifying transmittal, which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Impax Certificates will shall pass, only upon proper delivery of the Impax Certificates to the Exchange Agent, and which will shall otherwise be in customary such form and agreed to by Parent have such other provisions as Impax, Amneal and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) Exchange Agent may reasonably specify, and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Impax Certificates or Impax Book-Entry Shares in exchange for the aggregate Merger Consideration payable in respect of Partnership Units represented by such Certificatesthereof, as applicable. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, Impax Certificates and Impax Book-Entry Shares for cancellation to the Exchange Agent together with such letters and upon delivery of a letter of transmittal, properly completed duly executed and duly executedin proper form with all required enclosures and attachments, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Impax Certificates or Impax Book-Entry Units Shares, the holder of such Impax Certificates or Impax Book-Entry Shares shall not be required to deliver an executed letter of transmittal to the Exchange Agent entitled to receive the Merger Consideration that for each share of Impax Common Stock formerly represented by such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one Impax Certificates or more such Impax Book-Entry UnitsShares. Any Impax Certificates and Impax Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of any Merger Consideration is to be made to a person other than the person in whose name any surrendered Impax Certificate is registered, which at it shall be a condition precedent to payment that the Effective Time were converted into the right to receive the Merger Consideration, Impax Certificate so surrendered shall automatically upon the Effective Time be entitled to receiveproperly endorsed or shall be otherwise in proper form for transfer, and Parent the person requesting such payment shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be have paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the delivery of the aggregate Merger ConsiderationConsideration in respect thereof, in any name as applicable, to a person other than that the registered holder of the record holder of such Partnership Units, or will establish Impax Certificate so surrendered and shall have established to the satisfaction of the Exchange Agent Holdco that such Taxes either have been paid or are not payablerequired to be paid. Delivery of the aggregate Merger Consideration, as applicable, with respect to Impax Book-Entry Shares shall only be made to the person in whose name such Impax Book-Entry Shares are registered. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.3hereby, each Impax Certificate will or Impax Book-Entry Share shall be deemed at any time after the Impax Merger Effective Time to represent only the right to receive upon such delivery and surrender the aggregate Merger Consideration, payable Consideration in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsthereof.

Exchange Procedures. Promptly As soon as reasonably practicable after the Merger Effective Time, Parent will instruct and in any event within four (4) Business Days after the Merger Effective Time, Holdco shall cause the Exchange Agent to mail to each record holder of Partnership Units as record of the Effective Time (other than the Partnership a Bidder Certificate and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying that in respect of certificated Partnership Units, delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-a Bidder Book Entry UnitsShare, which at the Merger Effective Time were converted into the right to receive the Merger ConsiderationConsideration pursuant to Clause 8.5.6(1), (i) a letter of transmittal (which shall automatically specify that delivery shall be effected, and that risk of loss and title to the Bidder Certificates shall pass, only upon delivery of the Effective Time Bidder Certificates to the Exchange Agent or, in the case of Bidder Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of the Bidder Certificates and Bidder Book Entry Shares, as applicable, in exchange for payment and issuance of the Merger Consideration therefor. Upon surrender of Bidder Certificates or Bidder Book Entry Shares (as applicable) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Bidder Certificates or Bidder Book Entry Shares (as applicable) shall be entitled to receivereceive in exchange therefor: (a) that number of Holdco Shares into which such holder’s Bidder Shares represented by such holder’s properly surrendered Bidder Certificates or Bidder Book Entry Shares (as applicable) were converted pursuant to Clause 8.5.6(1), and Parent the Bidder Certificates or Bidder Book Entry Shares (as applicable) so surrendered shall cause the Exchange Agent forthwith be cancelled, and (b) a check in an amount of U.S. dollars (after giving effect to deliver as promptly as practicable after the Effective Time, any required withholdings pursuant to sub-clause (xh) New Common Units representing, in the aggregate, the whole number of New Common Units below) equal to any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.1(cClause 8.5.7(4) (after taking into account all Partnership Units then held by such holder) below and (y) a check in an amount equal to the aggregate amount of the any cash that such holder has the right to receive payable in accordance with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(dClause 8.5.6.(1). No interest will shall be paid or accrued on any Merger Consideration, any cash payment in lieu shall accrue for the benefit of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records holders of the Partnership Bidder Certificates or Bidder Book Entry Shares on the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) Consideration payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer Bidder Certificates or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsBidder Book Entry Shares.

Exchange Procedures. Promptly after the Effective TimeTime (and in no event later than five (5) Business Days thereafter), Parent will instruct or the Exchange Surviving Corporation shall cause the Paying Agent to mail to each record holder of Partnership Units as record of a Certificate or Book-Entry Shares which immediately prior to the Effective Time (other than represented outstanding shares of Company Common Stock whose shares were converted pursuant to Section 2.1(c) into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) right to receive the Merger Consideration, (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will or Book-Entry Shares, as applicable, shall pass, only upon proper delivery surrender of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 2.2(g) hereof) or Book-Entry Shares to the Exchange Agent, Paying Agent and which will shall be in customary such form and agreed have such other provisions (including customary provisions with respect to by delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent and the Partnership prior to Company may mutually agree or the Effective Time) (the “Letter of Transmittal”) Paying Agent may reasonably specify), and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions or receipt of an “agent’s message” with respect to a Book-Entry Share, the holder of such Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor cash equal to the Merger Consideration payable in respect of Partnership Units the shares of Company Common Stock previously represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with Certificate or such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to Share, and the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one Certificate or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, Share so surrendered shall automatically upon the Effective Time immediately be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distributioncancelled. In the event of a transfer of ownership of Partnership Units that Company Common Stock which is not registered in the transfer records of the Partnership or the Merger ConsiderationCompany, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units payment may be paid made to a transfereePerson other than the Person in whose name the Certificate or Book-Entry Share so surrendered is registered, if the such Certificate representing or such Partnership Units Book-Entry Share is presented to the Exchange Paying Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.2, each Certificate will or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and . No interest shall be paid or accrue on any cash payable upon surrender of any Certificate or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsBook-Entry Share.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent will instruct or the Exchange Surviving Corporation shall cause the Paying Agent (and shall use its commercially reasonable efforts to cause the Paying Agent to do so by the fifth (5th) Business Day following the date of the Effective Time) to mail to each record holder of Partnership Units as record of a Certificate or Book-Entry Shares which immediately prior to the Effective Time (other than represented outstanding shares of Seller Common Stock whose shares were converted pursuant to Section 3.1(c) into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) right to receive the Merger Consideration, (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.2(h) hereof) or Book-Entry Shares to the Exchange Agent, Paying Agent and which will shall be in customary such form and agreed to by have such other provisions as Parent and Seller may mutually agree or the Partnership prior to the Effective Time) (the “Letter of Transmittal”) Paying Agent may reasonably specify), and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate or Book-Entry Share, as applicable, for cancellation to the Paying Agent, together with such letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, the holder of such Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor cash equal to the Merger Consideration payable in respect of Partnership Units the shares of Seller Common Stock previously represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with Certificate or such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to Share, and the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one Certificate or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, Share so surrendered shall automatically upon the Effective Time immediately be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distributioncancelled. In the event of a transfer of ownership of Partnership Units that Seller Common Stock which is not registered in the transfer records of the Partnership or the Merger ConsiderationSeller, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units payment may be paid made to a transfereePerson other than the Person in whose name the Certificate or Book-Entry Share so surrendered is registered, if the such Certificate representing or such Partnership Units Book-Entry Share is presented to the Exchange Paying Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.33.2, each Certificate will or Book-Entry Share, as applicable, shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and . No interest shall be paid or accrue on any cash payable upon surrender of any Certificate or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsBook-Entry Share.

Exchange Procedures. Promptly Within five (5) business days after the Effective Time, Parent will instruct Bancorp shall cause Bancorp’s transfer agent (the “Exchange Agent Agent”) to mail to each the shareholders of Mutual Common Stock of record holder of Partnership Units as of at the Effective Time transmittal materials (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will certificates representing shares of Mutual Common Stock prior to such Effective Time (the “Mutual Certificates”) shall pass, only upon proper delivery of the Mutual Certificates to the Exchange Agent). After such Effective Time, each holder of Mutual Common Stock issued and which will be in customary form and agreed to by Parent and outstanding at such Effective Time shall surrender the Partnership prior Mutual Certificate or Mutual Certificates representing such shares to the Effective Time) (the “Letter of Transmittal”) Exchange Agent and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the shall promptly upon surrender of the Certificates thereof receive in exchange therefor the number of shares of Bancorp’s Common Stock. Bancorp shall not be obligated to deliver any stock until such holder surrenders the Mutual Certificate(s) representing such holder’s Mutual Common Stock. The Mutual Certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither Bancorp nor the Exchange Agent shall be liable to any holder of Mutual Common Stock for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property law. To the extent permitted by applicable law, former shareholders of record of Mutual shall be entitled to vote after the Merger Consideration payable has been paid pursuant to the provisions of this Section 1.05 at any meeting of Bancorp shareholders the number of whole shares of Bancorp Common Stock into which their respective Mutual Common Stock are converted pursuant to the Merger, regardless of whether such holders have exchanged their Mutual Certificates for certificates representing Bancorp Common Stock in respect accordance with the provisions of Partnership Units represented this Agreement. Whenever a dividend or other distribution is declared by such Certificates. Promptly Bancorp on Bancorp Common Stock, the record date of which is at or after the Effective TimeTime of the Merger, the declaration shall include dividends or other distributions on all shares of Bancorp Common Stock issuable pursuant to this Agreement, but beginning at such Effective Time no dividend or other distribution payable to the holders of record of Bancorp Common Stock as of any time subsequent to such Effective Time shall be required to be delivered to the holder of Mutual Certificate(s) until such holder surrenders such Mutual Certificates for exchange as provided in this Section 1.05. However, upon surrender of Certificatessuch Mutual Certificate(s), if any, for cancellation to both the Exchange Agent together with such letters certificate(s) representing the shares of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Bancorp Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions Stock to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and any such undelivered dividends (without the necessity of any interest) shall be delivered and paid with respect to each share represented by such surrender) Regular Distributionscertificates. As used in this Agreement, “business day” or “business days” shall mean those days when banks in North Carolina are open for business.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent will instruct and in any event within seven (7) Business Days thereafter, Eurasian shall cause the Exchange Agent to mail to each record holder of Partnership Units as record of Bullion Shares whose shares were converted into the Effective Time (other than right to receive the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) Merger Consideration: (i) a letter of transmittal in customary form (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, effected and risk of loss and title to the Certificates will pass, shall pass only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for certificates or book-entries representing Eurasian Shares comprising the Share Consideration portion of the Merger Consideration payable and cash comprising the Cash Consideration portion of the Merger Consideration and any dividends or other distributions to which holders of Certificates or Book-Entry Shares are entitled pursuant to Section 3.2(c) and cash in respect lieu of Partnership Units represented by any fractional Eurasian Shares to which such Certificatesholders are entitled pursuant to Section 3.2(d). Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate or Book-Entry Share for cancellation to with the Exchange Agent Agent, together with such letters letter of transmittal, properly duly completed and duly validly executed, and and/or such other documents as may reasonably be reasonably required pursuant to requested by the Exchange Agent, the holder of such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificate or Book-Entry Share shall be entitled to receive upon surrender of the Certificates therefor in exchange therefor: (xA) New Common Units representing, in the aggregate, the whole a certificate or book-entry representing that number of New Common Units Eurasian Shares that such holder has the right to receive pursuant to Section 3.1(c) (the provisions of this Article 3 after taking into account all Partnership Units the Bullion Shares then held by such holder) holder under all such Certificates or Book-Entry Shares so surrendered and (yB) a check in an amount equal to the aggregate amount of for the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article III. In lieu thereof3, each holder including (1) the Cash Consideration portion of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled Consideration (2) any dividends or other distributions to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that which such holder has the right to receive is entitled pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) 3.2(c), and (y3) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable Eurasian Shares to which such holder is entitled pursuant to Section 3.3(c) 3.2(d), and the Certificate or any Regular DistributionBook-Entry Share so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Partnership Units Bullion Shares that is not registered in the transfer records of Bullion, (x) a certificate or book-entry representing the Partnership or number of Eurasian Shares comprising the Share Consideration portion of the Merger Consideration and (y) a check for the proper amount of cash (i) comprising the Cash Consideration portion of the Merger Consideration, as applicable, and (ii) comprising any Parent dividends or other distributions payable to which such holder is entitled pursuant to Section 3.3(c3.2(c), and (iii) payable any cash in respect lieu of fractional Eurasian Shares to which such Partnership Units may holder is entitled pursuant to Section 3.2(d) shall be paid issued to a transferee, if Person other than the Person in whose name the Certificate representing such Partnership Units so surrendered is presented registered, if, upon presentation to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such exchange will issuance shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery issuance of the Merger Consideration, in any name Eurasian Shares to a Person other than that of the record registered holder of such Partnership Units, Certificate or will establish to the reasonable satisfaction of the Exchange Agent that any such Taxes have Tax has been paid or are is not payableapplicable. The Eurasian Shares constituting the Share Consideration, at Eurasian’s option, shall be in uncertificated book-entry form unless a physical certificate is requested by a holder of Bullion Shares or is otherwise required under applicable Law. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.33.2(b), each Certificate will and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender surrender, the Merger Consideration, payable in respect any dividends or other distributions to which the holder of Partnership Units, such Certificate or Book-Entry Share is entitled pursuant to Section 3.2(c) and any cash or distributions in lieu of fractional Eurasian Shares to which such holder is entitled pursuant to Section 3.3(c3.2(d), Section 3.3(d) and (without . No interest will be paid or will accrue for the necessity benefit of such surrender) Regular Distributionsholders of Bullion Shares on the Merger Consideration or on any other cash payable to holders of Bullion Shares pursuant to this Article 3.

Exchange Procedures. Promptly after the Effective Time, Parent will AE shall instruct the Exchange Escrow Agent to mail to each record holder of Partnership Units as record of a certificate or certificates (“Certificates”) which, immediately prior to the Effective Time (other than Time, represented all outstanding shares of RTC Stock whose shares were converted into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders right to receive shares of Book-Entry Units) AE Stock pursuant to Article 3: (i) a letter of transmittal in customary form (specifying that in respect of certificated Partnership Units, shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Escrow Agent and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) shall contain such other provisions as AE may reasonably specify); and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect certificates representing shares of Partnership Units represented by such CertificatesAE Stock. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, Certificates for cancellation to the Exchange Agent Escrow Agent, together with such letters letter of transmittal, properly transmittal duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to by the Escrow Agent, the holders of such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificates shall be entitled to receive upon surrender of in exchange therefore certificates representing the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) whole shares of AE Stock (after taking into account aggregating all Partnership Units then held Certificates surrendered by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that into which such holder is entitled to receive pursuant to this Article III3 and any dividends or distributions payable pursuant to Section 4(d). In lieu thereofThe Certificates so surrendered shall forthwith be canceled. Until so surrendered, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time outstanding Certificates will be entitled to receive, deemed from and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representingfor all corporate purposes, in to evidence only the aggregate, ownership of the whole number of New Common Units that full shares of AE Stock into which such holder has the right to receive shares of RTC Stock shall have been so converted and any dividends or distributions payable pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d4(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent unpaid dividends or distributions payable pursuant to Section 3.3(c) or any Regular Distributionholders of Certificates. In the event of a transfer of ownership of Partnership Units shares of RTC Stock that is not registered in the transfer records of a RTC, a certificate representing the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect proper number of such Partnership Units shares of AE Stock may be paid issued to a transferee, transferee if the Certificate representing such Partnership Units shares of RTC Stock is presented to the Exchange Escrow Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionspaid.

Exchange Procedures. Promptly after As soon as practicable following the Effective TimeClosing, Parent will instruct but in any event, within five (5) Business Days following the Exchange Agent to later of (i) the Closing and (ii) receipt from the Company of the Closing Payment Certificate, Acquiror shall mail to each record Stockholder and holder of Partnership Units as of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) Company Warrants a letter of transmittal (specifying that in respect of certificated Partnership Units, delivery will be effected, and risk of loss and title a form reasonably acceptable to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) Company (the “Letter of Transmittal”) ). As soon as practicable following the receipt thereof, each Stockholder and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior holder of Company Warrants shall deliver to the Effective TimePaying Agent for delivery to Acquiror all certificates (or evidence of shares in book-entry form) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units which immediately prior to the Effective Time represented any shares of Company Common Stock or Company Preferred Stock (each, a “Certificate”) and/or Company Warrants it has representing the Shares for cancellation, together with a Letter of Transmittal, duly completed and validly executed in accordance with the instructions provided by Acquiror (and such other than customary documents as may reasonably be required by Acquiror) or an affidavit of any lost Certificate or Company Warrant as contemplated in Section 2.15, if the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificate or Company Warrant has been lost, stolen or destroyed. The holder of such Certificate or Company Warrant shall be entitled to receive upon surrender of from the Paying Agent in exchange therefor the respective cash amount as set forth in the Closing Payment Certificate, and the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units Company Warrants so surrendered shall not forthwith be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablecanceled. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.15(a), each Certificate will and Company Warrant shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the portion of the Total Merger Consideration, payable in respect of Partnership Units, and any cash or distributions Consideration to which such holder is entitled pursuant to Section 3.3(c2.15 without interest. The Paying Agent shall pay or distribute to each Stockholder and holder of Company Warrants, within five (5) Business Days of receipt of the properly executed Letter of Transmittal and surrendered Certificates and Company Warrants (or affidavit of any lost Certificate or Company Warrant), Section 3.3(d) and (without the necessity of cash that such surrender) Regular DistributionsSecurityholder is entitled to as set forth in this subsection.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each record holder the former stockholders of Partnership Units as of the Effective Time IRBC appropriate transmittal materials (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will certificates theretofore representing shares of IRBC Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent, and which will be ). After completion of the allocation procedure set forth in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”Section 3.1(c)(5) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, a certificate or certificates for exchange and cancellation to the Exchange Agent (such shares to be free and clear of all liens, claims and encumbrances), together with such letters a properly executed letter of transmittal, properly completed and duly executed, and the holder of such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will certificate or certificates shall be entitled to receive upon surrender of the Certificates therefor in exchange therefore: (xa) New Common Units representing, in the aggregate, the whole a certificate representing that number of New whole shares of ANB Common Units that Stock which such holder of IRBC Common Stock became entitled to receive pursuant to the provisions of Article 3 hereof and (b) a check representing the aggregate cash consideration, if any, which such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount provisions of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive3 hereof, and Parent the certificate or certificates so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)forthwith be cancelled. No interest will be paid or accrued on any Merger the Per Share Cash Consideration, any cash payment in lieu of fractional New Common Unitsshares, any Parent distributions payable pursuant to Section 3.3(c) Additional Optional Cash Consideration or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, unpaid dividends and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificatesdistributions, if any, have been surrendered, payable to holders of certificates for IRBC Common Stock. The Surviving Corporation shall not be obligated to deliver the consideration to which any former holder of IRBC Common Stock is entitled as contemplated by a result of the Merger until such holder surrenders his certificate or certificates representing the shares of IRBC Common Stock for exchange as provided in this Section 3.34.1. The certificate or certificates for IRBC Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, each Certificate will neither the Surviving Corporation, ANB nor the Exchange Agent shall be deemed at liable to a holder of IRBC Common Stock for any time after the Effective Time amounts paid or property delivered in good faith to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled a public official pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsany applicable abandoned property Law.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct TLLP shall cause the Exchange Agent to mail to each record holder of Partnership Units Holder, as of the Effective Time Time, of QEPM Common Units (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (iQEP Field Services) a form of letter of transmittal (specifying the “Letter of Transmittal”) (which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the QEPM Certificates will or Book‑Entry QEPM Common Units shall pass, only upon proper delivery of the QEPM Certificates to the Exchange AgentAgent or, in the case of Book-Entry QEPM Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which will shall have such other provisions as may be necessary for the Holders of QEPM Common Units to be admitted to TLLP as limited partners of TLLP and which shall be in customary such form and agreed to by Parent have such other provisions as TLLP General Partner and the Partnership prior to the Effective Time) (the “Letter of Transmittal”QEPM General Partner may reasonably specify) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender Surrender of the such QEPM Certificates or Book-Entry QEPM Common Units in exchange for the Merger Consideration payable in TLLP Common Units, together with any distributions with respect of Partnership Units represented by such Certificatesthereto and any Fractional Unit Payment. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation Upon Surrender to the Exchange Agent of such QEPM Certificates or Book-Entry QEPM Common Units, together with such letters of transmittal, properly completed and duly executedexecuted Letter of Transmittal, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership the Holder of a QEPM Certificate or Book-Entry QEPM Common Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will shall be entitled to receive upon surrender (i) the number of the Certificates therefor (x) New full TLLP Common Units representing, (which shall be in uncertificated book-entry form unless a physical certificate is requested) that the aggregate, the whole number of New QEPM Certificates or Book-Entry QEPM Common Units that such holder has Surrendered shall have been converted into the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) this Agreement and (yii) the Fractional Unit Payment, if any, payable in redemption of any fractional TLLP Common Unit otherwise issuable. The instructions for effecting the Surrender of QEPM Certificates shall set forth procedures that must be taken by the Holder of any QEPM Certificate that has been lost, destroyed or stolen. It shall be a check in an amount equal condition to the aggregate amount right of the cash that such holder has the right Holder of a QEPM Certificate to receive with respect to such Partnership TLLP Common Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this AgreementFractional Unit Payment, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to if any, that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to receive indemnify TLLP, signed exactly as the Merger Consideration that such holder is entitled name or names of the registered Holder or Holders appeared on the books of QEPM immediately prior to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New together with a customary bond and such other documents as TLLP may reasonably require in connection therewith. After the Effective Time, there shall be no further transfer on the records of QEPM or its transfer agent of QEPM Certificates or Book-Entry QEPM Common Units; and if such QEPM Certificates or Book-Entry QEPM Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is are presented to the Exchange AgentQEPM or its transfer agent for transfer, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the they shall be canceled against delivery of the Merger Consideration, in TLLP Common Units and any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payableFractional Unit Payment as hereinabove provided. Until such required documentation has been delivered and Certificates, if any, have been surrendered, Surrendered as contemplated by this Section 3.32.1(h), each QEPM Certificate will or Book-Entry QEPM Common Unit shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender Surrender the Merger ConsiderationTLLP Common Units, payable in together with any distributions with respect of Partnership Unitsthereto, and any cash Fractional Unit Payment, as contemplated by this Section 2.1. No interest will be paid or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionswill accrue on any Fractional Unit Payment.

Exchange Procedures. Promptly after the Effective TimeTime (but in no event more than three business days thereafter), the Parent will shall instruct the Exchange Paying Agent to mail to each record holder of Partnership Units as record of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders a Certificate or of Book-Book Entry Units) Shares, (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will a Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Exchange AgentPaying 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 will letter of transmittal shall be in customary such form and agreed to by have such other reasonable provisions as the Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”may specify) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates and Book Entry Shares in exchange for the Merger Consideration payable Consideration. Surrender of any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect of Partnership Units to securities represented by such Certificatesbook entry. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate or Book Entry Shares for cancellation to the Exchange Agent Paying Agent, together with such letters letter of transmittal, properly duly completed and duly properly executed, and such other documents as may reasonably be reasonably required pursuant to by the Paying Agent, the holder of such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificate or Book Entry Shares shall be entitled to receive upon surrender in exchange therefor an amount of cash equal to the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units Merger Consideration that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d2.1(a)(iii). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent the Certificate or Book Entry Shares so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will forthwith be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distributioncancelled. In the event of a transfer of ownership of Partnership Units Company Common Shares that is not registered in the stock transfer records of the Partnership or the Merger ConsiderationCompany, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units payment may be paid made to a transferee, if person other than the person in whose name the Certificate representing or Book Entry Shares so surrendered is or are registered if, in the case of a Certificate, such Partnership Units is presented 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 Exchange AgentPaying Agent instruments of transfer 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 accompanied by all documents reasonably required to evidence and effect such transfer and and, in each case, the Person person requesting such exchange will payment shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name payment to a person other than that of the record registered holder of such Partnership Units, Certificate or will Book Entry Shares or establish to the satisfaction of the Exchange Agent Parent that such Taxes have Tax has been paid or are is not payableapplicable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.2, each Certificate will and all Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Considerationamount of cash, payable in respect of Partnership Unitswithout interest, and any cash into which the Company Common Shares formerly represented by such Certificate or distributions to which such holder is entitled Book Entry Shares have been converted pursuant to Section 3.3(c2.1(a)(iii), Section 3.3(d) and (without . No interest shall be paid or shall accrue on the necessity cash payable upon surrender of such surrender) Regular Distributionsany Certificate or Book Entry Shares.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each record holder of Partnership Units as record of a certificate or certificates which immediately prior to the Effective Time (other than represented outstanding shares of Industrial Scientific Common Stock whose shares were converted into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (iright to receive cash pursuant to Section 1.05(b) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will certificates representing such shares of Industrial Scientific Common Stock shall pass, only upon proper delivery of the Certificates certificates representing such shares of Industrial Scientific Common Stock to the Exchange AgentAgent and shall be in such form and have such other provisions as the Exchange Agent may reasonably specify), and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates certificates representing such shares of Industrial Scientific Common Stock, in exchange for the Merger Consideration payable in respect Consideration. Upon surrender to the Exchange Agent of Partnership Units a certificate or certificates representing shares of Industrial Scientific Common Stock and acceptance thereof by the Exchange Agent, the holder thereof shall be entitled to the amount of cash into which the number of shares of Industrial Scientific Common Stock previously represented by such Certificatescertificate or certificates surrendered shall have been converted pursuant to this Agreement. Promptly after The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, upon surrender there shall be no further transfer on the records of CertificatesIndustrial Scientific or its transfer agent of certificates representing shares of Industrial Scientific Common Stock and if such certificates are presented to Industrial Scientific for transfer, if any, for cancellation to the Exchange Agent together with such letters they shall be canceled against delivery of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled allocable to receive pursuant to this Article III. In lieu thereof, each holder the shares of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Industrial Scientific Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held Stock represented by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)certificate or certificates. No interest will be paid or accrued on If any Merger ConsiderationConsideration is to be remitted to a name other than that in which the certificate for the Industrial Scientific Common Stock surrendered for exchange is registered, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of it shall be a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect condition of such Partnership Units may exchange that the certificate so surrendered shall be paid to a transfereeproperly endorsed, if the Certificate representing such Partnership Units is presented to the Exchange Agentwith signature guaranteed, and accompanied by all documents reasonably required to evidence and effect such or otherwise in proper form for transfer and that the Person person requesting such exchange will shall pay to the Exchange Agent in advance Industrial Scientific, or its transfer agent, any transfer or other Taxes taxes required by reason of the delivery payment of the Merger Consideration, in any Consideration to a name other than that of the record registered holder of such Partnership Unitsthe certificate surrendered, or will establish to the satisfaction of the Exchange Agent Industrial Scientific or its transfer agent that such Taxes have tax has been paid or are is not payableapplicable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.3, 1.08 each Certificate will certificate for shares of Industrial Scientific Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration allocable to the shares represented by such certificate as contemplated by Section 1.05(b). No interest will be paid or will accrue on any amount payable as Merger Consideration. Subject to completion of the documentation referred to above, payable in respect the Merger Consideration shall be paid at the Effective Time to holders of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsIndustrial Scientific Common Stock.

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within two (2) Business Days thereafter), Parent the Paying Agent will instruct the Exchange Agent to mail to each record holder of Partnership Units as record of a certificate (a “Certificate”) or a book-entry share (a “Book-Entry Share”), which immediately prior to the Effective Time (other than represented outstanding Shares, whose shares were converted pursuant to Section 3.1 into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) right to receive the Merger Consideration (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will be effected, and risk of loss and title to the Certificates Certificate or Book-Entry Shares will pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Exchange Agent, Paying Agent and which will be in customary such form and agreed to by Parent and the Partnership prior have such other provisions acceptable to the Effective Time) (the “Letter of Transmittal”) Company and Parent); and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate or Book-Entry Shares for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letters letter of transmittal, duly executed and properly completed and duly executedcompleted, and the holder of such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) Certificate or Book-Entry Share will be entitled to receive upon surrender of in exchange therefor the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held Merger Consideration for each Share formerly represented by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Certificate or Book-Entry Units shall not be required to deliver an executed letter of transmittal to Share, and the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one Certificate or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, Share so surrendered shall automatically upon the Effective Time forthwith be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablecancelled. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.33.4(b), each Certificate or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger ConsiderationConsideration and will not evidence any interest in, payable in respect or any right to exercise the rights of Partnership Unitsa shareholder or other equity holder of, and any cash the Company or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsSurviving Corporation.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct the Exchange Agent to shall mail to each record holder of Partnership Units as record of a certificate or certificates, which immediately before the Effective Time (other than shall have represented outstanding shares of Petroglyph Common Stock, whose shares shall have been converted into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) right to receive cash pursuant to Section 1.6(b), a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will certificates representing such shares of Petroglyph Common Stock shall pass, only upon proper delivery of the Certificates certificates representing such shares of Petroglyph Common Stock to the Exchange AgentAgent and shall be in such form and have such other provisions not inconsistent with this Agreement as the Exchange Agent may reasonably specify), and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates certificates representing such shares of Petroglyph Common Stock, together with a duly executed (if required) letter of transmittal, in exchange for the Merger Consideration payable in respect Consideration. Upon surrender to the Exchange Agent of Partnership Units a certificate or certificates formerly representing shares of Petroglyph Common Stock and acceptance thereof by the Exchange Agent, the holder thereof shall be entitled to the amount of cash into which the number of shares of Petroglyph Common Stock formerly represented by such Certificatescertificate or certificates surrendered shall have been converted pursuant to this Agreement. Promptly after The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, upon surrender there shall be no further transfer on the records of CertificatesPetroglyph or its transfer agent of certificates representing shares of Petroglyph Common Stock and, if anysuch certificates shall be presented to Petroglyph for transfer, for cancellation to the Exchange Agent together with such letters they shall be canceled against delivery of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled allocable to receive pursuant to this Article III. In lieu thereof, each holder the shares of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Petroglyph Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held Stock represented by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)certificate or certificates. No interest will be paid or accrued on If any Merger ConsiderationConsideration is to be remitted to a name other than that in which the certificate for the Petroglyph Common Stock surrendered for exchange is registered, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of it shall be a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect condition of such Partnership Units may exchange that the certificate so surrendered shall be paid to a transfereeproperly endorsed, if the Certificate representing such Partnership Units is presented to the Exchange Agentwith signature guaranteed, and accompanied by all documents reasonably required to evidence and effect such or otherwise in proper form for transfer and that the Person person requesting such exchange will shall pay to the Exchange Agent in advance Petroglyph, or its transfer agent, any transfer or other Taxes taxes required by reason of the delivery payment of the Merger Consideration, in any Consideration to a name other than that of the record registered holder of such Partnership Unitsthe certificate surrendered, or will establish to the satisfaction of the Exchange Agent Petroglyph or its transfer agent that such Taxes tax shall have been paid or are shall not payablebe applicable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.31.9, each Certificate will certificate for shares of Petroglyph Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration allocable to the shares represented by such certificate as contemplated by Section 1.6(b). No interest will be paid or will accrue on any amount payable as Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct the Exchange Agent Surviving Corporation shall cause to mail be mailed to each record holder of Partnership Units as record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Target Preferred Stock (other than the Partnership “Certificates”), whose shares were converted into the right to receive the Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in lieu of fractional shares, and its Subsidiaries the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, pursuant to Section 1.6 and Parent in accordance with ARTICLE VII and its Subsidiaries and other than any holders of Book-Entry Units) the Escrow Agreement: (i) a letter of transmittal transmittal, in customary form, which shall specify (specifying A) that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery receipt of the Certificates to by the Exchange Agent, and which will be (B) that receipt of the Series C Per Share Upfront Merger Consideration or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in customary form and agreed to by Parent lieu of fractional shares, the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, and the Partnership prior to Per Share Escrow Cash Consideration shall be contingent upon such holder executing a Lock-Up Agreement, substantially in the Effective Time) (the “Letter of Transmittal”) and form attached hereto as Exhibit A; (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Series C Per Share Upfront Merger Consideration payable or the Junior Preferred Per Share Upfront Merger Consideration, as applicable, cash in respect lieu of Partnership Units represented by fractional shares and the right to receive the Series C Per Share Escrow Consideration or the Junior Preferred Per Share Escrow Consideration, as applicable, and the Per Share Escrow Cash Consideration; and (iii) such Certificatesother customary documents as may be required pursuant to such instructions. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letters letter of transmittaltransmittal and other documents, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and the holder of such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificate shall be entitled to receive upon surrender of the Certificates therefor in exchange therefor: (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (yi) a check in an amount equal to certificate evidencing the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Per Share Upfront Merger Consideration that to which such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c1.6; (ii) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer dividends or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c1.7(c); and (iii) cash (without interest) in respect of fractional shares as provided in Section 1.6(j), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsCertificate so surrendered shall forthwith be canceled.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent will instruct the Exchange Paying Agent to shall mail to each record holder of Partnership Units record of a certificate or certificates (the “Certificates”) which as of the Effective Time represented outstanding shares of Company Common Stock (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units“Cancelled Shares”) that were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper actual delivery of the Certificates (or affidavits of loss in lieu thereof) or book-entry shares (“Book-Entry Shares”) to the Exchange Agent, Paying Agent and such other provisions upon which will be in customary form and agreed to by the Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”Company may agree) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent for cancellation (or to such other agent or agents as may be appointed by mutual agreement of the Exchange Agent Parent and the Company), together with such letters a duly executed letter of transmittal, properly completed and duly executed, transmittal and such other documents as the Paying Agent may be reasonably required pursuant to require, the holder of such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificate or Book-Entry Shares shall be entitled to receive upon surrender the Merger Consideration (after giving effect to any required tax withholdings as provided in Section 2.4) in exchange for each share of the Certificates therefor (x) New Company Common Units representingStock formerly evidenced by such Certificate or Book-Entry Shares, in the aggregate, the whole number of New Common Units that which such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount provisions of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular DistributionII. In the event of a transfer of ownership of Partnership Units that Cancelled Shares which is not registered in the transfer records of the Partnership or Company, the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units Consideration may be paid delivered to a transferee, transferee if the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares representing such Partnership Units Cancelled Shares is presented to the Exchange Agent, and Paying Agent accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay by evidence satisfactory to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Paying Agent that such any applicable Transfer Taxes (as defined in Section 7.13) have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.2, each Certificate will (or affidavit of loss in lieu thereof) and Book-Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, Consideration as contemplated by this Section 2.2. No interest shall be paid or will accrue on the Merger Consideration payable in respect to holders of Partnership Units, and any cash Certificates or distributions to which such holder is entitled Book-Entry Shares pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity provisions of such surrender) Regular Distributionsthis Article II.

Exchange Procedures. Promptly Within three business days after the Effective Time, Parent will instruct Yadkin shall cause the exchange agent selected by Yadkin, and reasonably acceptable to Vantage and Piedmont (the “Exchange Agent Agent”) to mail to each record holder of Partnership Units as of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any former holders of Book-Entry Units) (i) a letter of Vantage Common Stock and Piedmont Common Stock appropriate transmittal (specifying materials which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will certificates theretofore representing the Vantage Common Stock and Piedmont Common Stock, as applicable, shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after After the Effective Time, upon each holder of Vantage Common Stock and Piedmont Common Stock, as applicable, issued and outstanding at the Effective Time shall surrender of Certificates, if any, for cancellation the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the Vantage Common Stock Merger Consideration or the Piedmont Merger Consideration, as applicable, together with all undelivered dividends or distributions in respect of such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time shares (other than the Partnership and its Subsidiaries and Parent and its Subsidiarieswithout interest thereon) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) 2.2 of this Agreement. The Exchange Agent shall not be obligated to deliver the consideration to which any former holder of Vantage Common Stock or Piedmont Common Stock is entitled as a check in an amount equal to the aggregate amount result of the cash that Vantage Merger or the Piedmont Merger until such holder has surrenders his or her certificate or certificates representing the right Vantage Common Stock and Piedmont Common Stock, as applicable, for exchange as provided in this Section 2.1. The certificate or certificates of Vantage Common Stock and Piedmont Common Stock, as applicable, so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither the Surviving Corporation nor the Exchange Agent shall be liable to receive with respect a holder of the Vantage Common Stock and Piedmont Common Stock, as applicable, for any amounts paid or property delivered in good faith to such Partnership Units a public official pursuant to Section 3.3(c) and Section 3.3(d)any applicable abandoned property law. Notwithstanding anything to the contrary contained in this Agreement, no certificates representing fractional shares of Yadkin Common Stock shall be issued upon the surrender for exchange of the Vantage Common Stock and Piedmont Common Stock, as applicable, and such fractional Yadkin Common Stock interests will not entitle the owner thereof to vote or to any rights of a shareholder of the Surviving Corporation. Each holder of Book-Entry Units shall not Vantage Common Stock and Piedmont Common Stock, as applicable, who would otherwise be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant a fractional share of Yadkin Common Stock shall instead receive an amount of cash, without interest, equal to this Article III. In lieu thereof, each holder the product obtained by multiplying (a) the fractional share of record of one or more Book-Entry Units, Yadkin Common Stock to which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then Vantage Common Stock and Piedmont Common Stock, as applicable, held at the Effective Time by such holder) and would otherwise be entitled by (yb) a check in an amount equal the closing price of Yadkin Common Stock on the date immediately prior to the aggregate amount Effective Time. A holder of the cash that such holder has the right Vantage Common Stock and Piedmont Common Stock, as applicable, whose certificate or certificates have been lost, destroyed, stolen or are otherwise missing shall be entitled to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any the Vantage Common Stock Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership Consideration or the Piedmont Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agentdividends or distributions, and accompanied cash in lieu of fractional shares to which such shareholder shall be entitled upon compliance with reasonable conditions imposed by all documents reasonably required to evidence the Surviving Corporation and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent pursuant to applicable law and as required in advance any transfer accordance with the Surviving Corporation’s standard policy (including the requirement that the shareholder furnish a surety bond or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(ccustomary indemnity), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions.

Exchange Procedures. Promptly after following the Effective Time, Parent will instruct Newco and the Exchange Surviving Corporation shall cause the Payment Agent to mail to each record holder of Partnership Units record of Shares as of immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) Time: (i) a letter of transmittal in customary form (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of a certificate or certificates (the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership “Certificates”) that immediately prior to the Effective TimeTime represented outstanding Shares (excluding Owned Shares and Dissenting Shares) (the or effective affidavits of loss in lieu thereof) or transfer of non-certificated Shares (excluding Owned Shares and Dissenting Shares) represented by book entry (“Letter of TransmittalUncertificated Shares”) to the Payment Agent); and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation thereof pursuant to the Exchange Agent together with such letters provisions of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any Article I. Each holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration Shares that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were have been converted into the right to receive the Merger ConsiderationConsideration shall be entitled to receive the Merger Consideration in respect of the Shares represented by a Certificate or Uncertificated Share, shall automatically upon (x) surrender to the Payment Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, or (y) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, from and after the Effective Time each such Certificate or Uncertificated Share shall represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. If Certificates or Uncertificated Shares are presented to the Surviving Corporation after the Effective Time for any reason, they shall be entitled to receivecanceled and exchanged for the Merger Consideration as provided for, and Parent in accordance with the procedures set forth in Article I. No interest shall cause be paid or accrued on the Exchange Agent to deliver as promptly as practicable cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. From and after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest there will be paid or accrued no further registration of transfers on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, Surviving Corporation of Shares that were issued and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented outstanding immediately prior to the Exchange AgentEffective Time, and accompanied by all documents reasonably required other than transfers to evidence and effect such transfer and the Person requesting such exchange will pay reflect, in accordance with customary settlement procedures, trades effected prior to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsTime.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent the Purchaser and the Surviving Corporation will instruct cause the Exchange Agent to mail send to each record holder of Partnership Units as record of the Effective Time (other than Company Certificates whose shares were converted pursuant to Section 2.6 into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) right to receive the Merger Consideration (i) a letter of transmittal (specifying which shall specify (A) that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Company Certificates will shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent, and which will (B) that Xxxxx Xxxx is irrevocably appointed to represent the interests of the Company Stockholders after the Closing as provided in this Agreement (the "Stockholders' Representative"), and shall be in customary such form and agreed to by Parent have such other provisions as the Purchaser and the Partnership prior to Surviving Corporation and the Effective Time) (the “Letter of Transmittal”Exchange Agent shall reasonably specify) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon proper surrender of Certificates, if any, a Company Certificate for cancellation to the Exchange Agent Agent, together with such letters letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to by the Exchange Agent, the holder of such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Company Certificate shall be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) exchange a check in an the amount equal (after giving effect to the aggregate amount any required tax withholding) of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such the holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receiveunder Section 2.6, and Parent the -5- Company Certificate so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)immediately be canceled. No interest will be paid or accrued on with respect to any Merger Consideration, any cash payment in lieu Consideration deliverable upon due surrender of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distributionthe Company Certificates. In the event of a transfer of ownership of Partnership Units the Company Common Stock that is not registered in the transfer records of the Partnership or the Merger ConsiderationCompany, as applicablepayment may be made to a transferee if, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transfereeonly if, if the Company Certificate representing such Partnership Units Company Common Stock is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.8, each Company Certificate will (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 delivery and surrender the Merger Consideration, payable Consideration which the holder thereof has the right to receive in respect of Partnership Units, and any cash or distributions to which such holder is entitled Company Certificate pursuant to Section 3.3(c)this Article II. In the case of the Company Certificates representing Dissenting Shares, Section 3.3(d) and (without each Company Certificate representing Dissenting Shares shall be deemed at any time after the necessity Effective Time for all purposes to represent only the right to receive the fair value of such surrender) Regular DistributionsDissenting Shares pursuant to the DGCL.

Exchange Procedures. Promptly As promptly as practicable after the Effective TimeTime (and in no event later than five (5) Business Days thereafter), Parent will ABCB shall instruct the Exchange Agent to mail to each record holder of Partnership Units holder, as of the Effective Time, of an outstanding Certificate or Book Entry Share that immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders represented shares of Book-Entry Units) JAXB Common Stock (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shares of JAXB Common Stock shall pass, only upon proper delivery of the Certificates corresponding certificates (the “Certificates”) representing such shares to the Exchange AgentAgent or receipt by the Exchange Agent of an “agent’s message” with respect to non-certificated shares represented by book entry (“Book Entry Shares”), and which will shall be in customary form as directed by ABCB and agreed reasonably acceptable to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) JAXB), and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger Consideration payable in respect of Partnership Units the shares of JAXB Common Stock represented by such Certificatesthereby. Promptly after the Effective Time, upon surrender of Certificates, if any, Certificates or Book Entry Shares for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will holders of such Certificates or Book Entry Shares shall be entitled to receive in exchange therefor, upon surrender completion of the Certificates therefor (x) New Common Units representing, in the aggregatecalculations required by Section 2.7 and Section 2.9, the whole number Merger Consideration any cash payable in lieu of New any fractional shares of ABCB Common Units that such holder has the right to receive Stock pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d2.10(d). No interest will shall be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that shares of JAXB Common Stock which is not registered in the transfer records of the Partnership or JAXB, the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) Consideration payable in respect of such Partnership Units shares of JAXB Common Stock may be paid to a transferee, transferee if the Certificate representing such Partnership Units shares of JAXB Common Stock is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, Consideration in any name other than that of the record registered holder of such Partnership Unitsthe Certificate surrendered, or will shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions.

Exchange Procedures. Promptly after If (i) at least three (3) business days prior to the Effective Time, Closing Date Parent will instruct has received the Exchange Agent following from any Participating Holder: (x) a photocopy or facsimile of each certificate or certificates that immediately prior to mail to each record holder of Partnership Units as of the Effective Time represented outstanding shares of Company Stock to be exchanged pursuant to Section 1.6 (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders “Certificates”) held by such Participating Holder, if any, (y) a photocopy or facsimile of Book-Entry Units) (i) a letter of transmittal (specifying that in respect of certificated Partnership Units, delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) attached hereto as Exhibit E (the “Letter of Transmittal”), duly completed and validly executed in accordance with the instructions thereto, and (z) a photocopy or facsimile of such other documents as may be reasonably required pursuant to the instructions set forth in the Letter of Transmittal, and (ii) instructions (in customary form and agreed to by connection with the Closing, Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the receives an original Certificate or Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented held by such Certificates. Promptly after the Effective Time, upon surrender of CertificatesParticipating Holder, if any, for cancellation to the Exchange Agent together with such letters a duly executed Letter of transmittal, properly completed and duly executedTransmittal, and such other documents as may be reasonably required pursuant to the instructions in the Letter of Transmittal, then on the Closing Date in accordance with such instructionsLetter of Transmittal, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor shall deliver: (x) New Common Units representing, to any such Participating Holder for whom the payment of Merger Consideration is not subject to wage or payroll tax withholding in exchange therefor the aggregate, applicable the whole number of New Common Units that such holder has Merger Consideration payable at Closing in accordance with the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) terms hereof; and (y) a check in to the Surviving Corporation’s (or other Affiliate’s) payroll agent an amount of cash equal to the aggregate amount portion of applicable Merger Consideration payable at the cash that Closing to the Participating Holders for whom such holder payment is subject to wage or payroll tax withholding, and any Certificate so surrendered shall forthwith be canceled. If Parent has received such materials from any such Participating Holder later than three (3) business days prior to the right to receive with respect Closing Date, then Parent shall deliver to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to Participating Holder in exchange therefor the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the applicable Merger Consideration that no later than three (3) business days after such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one receipt or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable three (3) business days after the Effective Timedate on which such Merger Consideration is otherwise due hereunder in accordance with the terms hereof, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)whichever is later. No interest will shall be paid or accrued on any Merger Consideration. Until so surrendered, any cash payment each Certificate shall, after the Effective Time, represent for all purposes only the right to receive the applicable Merger Consideration in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records respect of the Partnership shares of Company Stock represented by such Certificate. Any Participating Holder who has not complied with this Agreement shall be entitled to look only to Parent (subject to abandoned property, escheat or other similar Laws) only as a general creditor thereof with respect to the applicable Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) Consideration payable in respect of such Partnership Units may be paid to a transfereeshares of Company Stock, if without any interest thereon. Parent shall provide the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer Stockholders’ Representative and the Person requesting such exchange will pay Payments Administrator upon reasonable request with (i) a list (updated prior to the Exchange Agent in advance any transfer or other Taxes required by reason each post-closing payment) of all Participating Holders that have properly presented all of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or above-required transmittal information and documents and are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right eligible to receive upon Merger Consideration and (ii) copies of all such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(dtransmittal documents (including payment information) and (without the necessity of such surrender) Regular Distributionstax documents in Parent’s possession.

Exchange Procedures. Promptly after Prior to the Effective Time, Parent will instruct the Exchange Agent to mail Company shall deliver to each record holder of Partnership Units as of the Effective Time a Certificate (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (iA) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will letter shall be substantially in customary the form and agreed to by Parent and the Partnership prior to the Effective Time) attached as Exhibit B hereto (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by have such other provisions as Parent and the Partnership prior to the Effective TimeCompany may reasonably agree and (B) instructions for use in effecting the surrender of the such Certificates in exchange for the Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration payable or the Preferred Per Share Merger Consideration, as applicable, and, in respect the case of Partnership Units represented by such CertificatesCompany Class A Common Stock, the Class A Per Share Holdback Consideration and, in the case of Company Class B Common Stock, the Class B Per Share Holdback Consideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, for cancellation a Certificate to the Exchange Agent together with such letters Letter of transmittalTransmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, the holder of such Certificate shall be entitled to receive promptly the Class A Non-Rolling Per Share Closing Merger Consideration, the Class B Per Share Closing Merger Consideration or the Preferred Per Share Merger Consideration, as applicable, and (in the case of holders of Company Common Stock) the right to receive, in accordance with the terms of this Agreement, the Class A Per Share Holdback Consideration or the Class B Per Share Holdback Consideration, as applicable, for each share of Company Common Stock or Company Preferred Stock, as applicable, formerly represented by such other documents Certificate and such Certificate shall then be canceled; provided that upon receipt of the Letter of Transmittal and the Certificate, the Exchange Agent shall exclusively rely on the Schedule of Stockholder Closing Merger Consideration in determining what aggregate portion of the Closing Merger Consideration each such holder of shares of Company Common Stock is entitled. Notwithstanding anything in this Agreement to the contrary, the Company or the Exchange Agent, as the case may be, shall be reasonably permitted to withhold any portion of the Per Share Merger Consideration to which any Person is otherwise entitled if such withholding is required by applicable law. Parent will give the Company notice three (3) days prior to the Closing if it believes, based on the information available to it at such time as a result of receipt of executed Letters of Transmittal prior to such date, that any withholding is required pursuant to such instructions, each holder the immediately foregoing sentence. Any Person entitled to a portion of the Closing Merger Consideration who held Partnership Units immediately has provided wire instructions to the Parent prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its SubsidiariesStockholder Representative, whose consideration shall be paid in accordance with Section 2.11) will shall be entitled to receive upon surrender payments of the Certificates therefor (x) New Common Units representing, in the aggregateClass A Non-Rolling Per Share Closing Merger Consideration, the whole number Class B Per Share Closing Merger Consideration or the Preferred Per Share Merger Consideration, as applicable, for each share of New Company Common Units Stock or Company Preferred Stock represented by the Certificates delivered by wire transfer on or promptly following the Closing Date in accordance with the instructions specified in such Person’s Letter of Transmittal; provided that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount upon receipt of the cash that such holder has Letter of Transmittal and the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this AgreementCertificate, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive shall exclusively rely on the Schedule of Stockholder Closing Merger Consideration that in determining what aggregate portion of the Closing Merger Consideration each such holder of shares of Company Common Stock is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)entitled. No interest will be paid or accrued will accrue for the benefit of holders of the Certificates on any the Class A Non-Rolling Per Share Closing Merger Consideration, any cash payment in lieu the Class B Per Share Closing Merger Consideration or Preferred Per Share Merger Consideration, as applicable, payable upon the surrender of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distributionthe Certificates. In the event of a transfer of ownership of Partnership Units that Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the Partnership or Company, payment of the Per Share Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units Consideration may be paid made with respect to such Company Common Stock to such a transferee, transferee if the Certificate formerly representing such Partnership Units shares of Company Common Stock or Company Preferred Stock is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are is not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsapplicable.

Exchange Procedures. Promptly As soon as reasonably practicable after the Initial Holdco Merger Effective Time, Parent will instruct the Exchange Agent to shall, and Marriott shall cause the Exchange Agent to, mail to each record holder of Partnership Units as record of a certificate that immediately prior to the Starwood Merger Effective Time represented outstanding shares of Starwood Common Stock whose shares were converted into the right to receive the Starwood Merger Consideration (a “Certificate”), which, by virtue of the Effective Time (other than Initial Holdco Merger, was subsequently converted into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) right to receive the Merger Consideration, (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will shall be in customary such form and agreed to by Parent have such other provisions as Marriott and the Partnership prior to the Effective Time) (the “Letter of Transmittal”Exchange Agent may reasonably specify) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Marriott, together with such letters letter of transmittal, properly completed and duly executed, and such other documents as may reasonably be reasonably required pursuant to by Marriott or the Exchange Agent, the holder of such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificate shall be entitled to receive upon surrender of in exchange therefor the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units Merger Consideration that such holder has the right to receive pursuant to Section 3.1(c) (the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. Promptly after taking the Initial Holdco Merger Effective Time, Marriott shall cause the Exchange Agent to issue and send to each holder of uncertificated shares of Starwood Common Stock represented by book entry that were converted into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Starwood Merger Consideration (“Book-Entry Units shall not be required to deliver an executed letter Shares”), which, by virtue of transmittal to the Exchange Agent to receive the Initial Holdco Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were subsequently converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units Merger Consideration that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount provisions of the cash that this Article II, without such holder has the right being required to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid deliver a Certificate or accrued on any Merger Consideration, any cash payment in lieu an executed letter of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented transmittal to the Exchange Agent, and accompanied by all documents reasonably required such Book-Entry Shares shall forthwith be cancelled. If any portion of the Merger Consideration is to evidence and effect be registered in the name of or paid to a person other than the person in whose name the applicable surrendered Certificate is registered, it shall be a condition to such registration or payment that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such exchange will registration or payment of the Merger Consideration shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of such registration in the delivery name of the Merger Consideration, in any name or payment to a person other than that of the record registered holder of such Partnership Units, Certificate or will establish to the reasonable satisfaction of the Exchange Agent that such Taxes have Tax has been paid or are is not payableapplicable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered or cancelled as contemplated by this Section 3.32.2, each Certificate will or Book-Entry Share shall be deemed at any time after the Initial Holdco Merger Effective Time to represent only the right to receive upon such delivery and surrender or cancellation the Merger Consideration, . No interest shall be paid or shall accrue for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable in respect upon the surrender or cancellation of Partnership Units, and any cash Certificates or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsBook-Entry Shares.

Exchange Procedures. Promptly after following the Effective Time, Parent will shall instruct the Exchange Agent to mail to each record holder of Partnership Units as record of certificates or instruments evidencing the Company Common Stock, Company Series A Preferred Stock, and, in Parent’s discretion, Company Options, that were outstanding immediately prior to the Effective Time (other than collectively, the Partnership “Certificates”) and its Subsidiaries and Parent and its Subsidiaries and other than any holders which were converted into the right to receive the applicable portion of Book-Entry Units) the Merger Consideration pursuant to Section 2.6, (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will shall be in customary such form and agreed to by have such other provisions as Parent and and/or the Partnership prior to the Effective Time) (the “Letter of Transmittal”) Exchange Agent may reasonably specify), and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letters letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and such other documents as may reasonably be reasonably required pursuant to by Parent or the Exchange Agent (including any required IRS Form W-9 or Form W-8), the holders of such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificates shall be entitled to receive upon surrender in exchange therefor a check or wire transfer in the amount of U.S. dollars representing the applicable portion of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units Merger Consideration that such holder has holders have the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive2.6, and Parent the Certificates so surrendered shall cause the Exchange Agent to deliver as promptly as practicable forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, (x) New Common Units representingfor all corporate purposes, in to evidence only the aggregate, right to receive upon surrender thereof the whole number applicable portion of New Common Units the Merger Consideration that such holder has the holders thereof have the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)2.6. No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu payable to holders of fractional New Common Units, any Parent distributions payable Certificates pursuant to Section 3.3(c) or any Regular Distributionthis Agreement. In the event of a transfer of ownership of Partnership Units shares of Company Common Stock or Company Series A Preferred Stock or Company Options (if applicable) that is not registered in the transfer records of the Partnership or Company, the applicable portion of the Merger Consideration, as applicable, and any Parent distributions payable Consideration that the holder thereof has the right to receive pursuant to Section 3.3(c) payable in respect of such Partnership Units 2.6 may be paid to a transferee, transferee if the Certificate representing such Partnership Units shares of Company Common Stock, Company Series A Preferred Stock or Company Options (if applicable) is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionspaid.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct the Surviving Corporations shall cause the Exchange Agent to mail or deliver to each record holder of Partnership Units as of the Effective Time person (other than any party hereto or its subsidiaries and any holder of Dissenting Shares) who was, at the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders Effective Time, a holder of Book-Entry Units) record of Grace Common Shares or, if applicable, Fresenius USA Common Shares a form (i) a letter the terms of transmittal (specifying that in respect of certificated Partnership Units, delivery will which shall be effected, and risk of loss and title to mutually agreed upon by the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership parties hereto prior to the Effective Time) (the “Letter of Transmittal”) and (ii) letter of transmittal containing instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesADRs or Newco Ordinary Share Certificates and payments pursuant to this Article IV. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, for cancellation to the Exchange Agent of an Old Certificate for cancellation together with such letters letter of transmittal, properly duly executed and completed and duly executedin accordance with the instructions thereto, and the holder of such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Old Certificate shall be entitled to receive upon surrender of in exchange therefor ADRs or a Newco Ordinary Share Certificate representing the Certificates therefor (x) New Common Units representingNewco Ordinary Shares, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an the amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c)this Article IV, Section 3.3(d) and (without the necessity Old Certificate so surrendered shall forthwith be cancelled. No interest shall be paid or shall accrue on the amount payable upon surrender of Old Certificates. If any ADR or Newco Ordinary Share Certificate is to be issued in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of such surrenderexchange that the person requesting such exchange shall pay any transfer or other taxes required by reason of the issuance of such ADR or Newco Ordinary Share Certificate in a name other than that of the registered holder of the Old Certificate surrendered, or shall establish to the satisfaction of the applicable Surviving Corporation that any such taxes have been paid or are not applicable. Six months after the Effective Time, each Surviving Corporation shall be entitled to cause the Exchange Agent to deliver to it any applicable ADRs or Newco Ordinary Share Certificates and cash (including any interest thereon) Regular Distributionsmade available to the Exchange Agent that are unclaimed by the former shareholders of its constituent corporations. Any such former shareholders who have not theretofore exchanged their Old Certificates for ADRs or Newco Ordinary Share Certificates and cash pursuant to this Article IV shall thereafter be entitled to look exclusively to the applicable Surviving Corporation and only as general creditors thereof for the Newco Ordinary Shares and cash to which they become entitled upon exchange of their Old Certificates pursuant to this Article IV. Each Surviving Corporation shall pay all applicable charges and expenses, including its applicable share of those of the Exchange Agent, in connection with the exchange of ADRs or Newco Ordinary Share Certificates and cash for Old Certificates as contemplated hereby.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct and the Exchange Surviving Corporation shall cause the Paying Agent to mail (i) to each record holder of Partnership Units record, as of the Effective Time, of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units"Certificates"), which Shares were converted pursuant to Section 1.3(b) hereof into the right to receive the Merger Consideration, (ix) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, Paying Agent and which will shall be in customary such form and agreed to by have such other provisions as Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”may reasonably specify) and (iiy) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and (ii) to each holder of a Company Option, a check in an amount due and payable to such holder pursuant to Section 1.5 hereof in respect of Partnership Units represented by such CertificatesCompany Option. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent Paying Agent, together with such letters a letter of transmittal, properly completed and duly executedexecuted in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, each the holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will of such Certificate shall be entitled to receive upon surrender of the Certificates in exchange therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that for each Share formerly represented by such holder is entitled Certificate, to receive pursuant to this Article III. In be mailed promptly following the Paying Agent's receipt of such Certificate (or affidavit of loss in lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive), and Parent the Certificate so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)forthwith be canceled. No interest will shall be paid or accrued on any Merger Consideration, any cash payment in lieu for the benefit of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records holders of the Partnership or Certificates on the Merger ConsiderationConsideration payable upon the surrender of the Certificates, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable or in respect of such Partnership Units may Company Options. If payment of the Merger Consideration is to be paid made to a transfereePerson (as defined in Section 8.7) other than the Person in whose name the surrendered Certificate is registered, if it shall be a condition of payment that the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such exchange will pay to the Exchange Agent in advance any payment shall have paid all transfer or and other Taxes (as defined in Section 2.17) required by reason of the delivery issuance to a Person other than the registered holder of the Merger Consideration, in any name other than that of the record holder of Certificate surrendered or such Partnership Units, or will establish Person shall have established to the satisfaction of the Exchange Agent Surviving Corporation that such Taxes have Tax either has been paid or are is not payableapplicable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.31.4, each Certificate will shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger ConsiderationConsideration for each Share in cash as contemplated by Section 1.3(b) hereof, payable without interest thereon. The Paying Agent shall accept such Certificates (or affidavits of loss in respect of Partnership Units, lieu thereof) upon compliance with such reasonable terms and any cash or distributions conditions as the Paying Agent may impose to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionseffect an orderly exchange thereof in accordance with normal exchange practices.

Exchange Procedures. Promptly after the Effective Time, Parent will shall instruct the Exchange Agent to mail to each record holder of Partnership Units as record of a certificate or certificates (“Certificates”) that immediately prior to the Effective Time (other than represented outstanding shares of Company Common Stock which were converted into the Partnership right to receive shares of Parent Series B Preferred Stock and its Subsidiaries and Parent and its Subsidiaries and other than any holders the Cash Portion of Book-Entry Units) the Merger Consideration pursuant to Section 1.6, (i) a letter of transmittal in customary form (specifying that in respect of certificated Partnership Units, shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Agent and which will letter shall be in customary form and agreed to by Parent and the Partnership prior reasonably acceptable to the Effective Time) (the “Letter of Transmittal”) Company), and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Series B Preferred Stock and the Cash Portion of the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, Certificates for cancellation to the Exchange Agent together with such letters letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be reasonably required pursuant entitled to such instructions, each holder who held Partnership Units immediately prior to receive in exchange therefor certificates representing the number of whole shares of Parent Series B Preferred Stock into which their shares of Company Common Stock were converted at the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender any payment in lieu of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units fractional shares that such holder has holders have the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder1.7(e) and (yany dividends or distributions payable pursuant to Section 1.7(d)) a check in an amount equal to and the aggregate amount Cash Portion of the cash that Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of whole shares of Parent Series B Preferred Stock into which such holder has shares of Company Common Stock shall have been so converted (and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with respect to such Partnership Units Section 1.7(e) and any dividends or distributions payable pursuant to Section 3.3(c1.7(d)) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Cash Portion of the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Cash Portion of the Merger Consideration, Consideration or any cash payment in lieu of fractional New Common Units, shares of Parent Series B Preferred Stock or on any Parent unpaid dividends or distributions payable pursuant to Section 3.3(c) or any Regular Distributionholders of Certificates. In the event of a transfer of ownership of Partnership Units shares of Company Common Stock that is not registered in the transfer records of the Partnership or Company, a certificate representing the proper number of shares of Parent Series B Preferred Stock and the appropriate amount of the Cash Portion of the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Consideration contemplated by Section 3.3(c) payable in respect of such Partnership Units 1.6 may be paid issued to a transferee, transferee if the Certificate representing such Partnership Units shares of Company Common Stock is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionspaid.

Exchange Procedures. (i) Promptly after the Effective Time, Parent will instruct the Exchange Surviving Corporation shall cause the Paying Agent to mail to each record holder of Partnership Units as record of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-a Certificate or Book Entry Units) Share (i) a letter of transmittal (specifying that in respect delivery of certificated Partnership Units, delivery will the Certificates or Book Entry Shares shall be effected, and risk of loss and title to the Certificates will or Book Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss reasonably satisfactory to the Exchange Surviving Corporation in lieu thereof) or Book Entry Shares to the Paying Agent, and which will such letter of transmittal to be in customary form and agreed to by have such other provisions as Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) may reasonably specify, and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or Book Entry Shares, as applicable, in exchange for the Merger Consideration payable (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in respect whose name the surrendered Certificate or Book Entry Share is registered on the transfer books of Partnership Units represented by Company, subject to the receipt of appropriate documentation for such Certificatestransfer). Promptly after Upon surrender to the Effective TimePaying Agent of a Certificate (or evidence reasonably satisfactory to the Surviving Corporation of loss in lieu thereof) or Book Entry Shares, upon surrender of Certificates, if anyas applicable, for cancellation to the Exchange Agent together with such letters letter of transmittal, properly duly completed and duly validly executed, and such other documents as may reasonably be reasonably required pursuant to requested by the Paying Agent, the holder of such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificate or Book Entry Share shall be entitled to receive upon surrender of the Certificates in exchange therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereofII, each and the Certificate or Book Entry Share so surrendered shall forthwith be cancelled; provided, that in no event will a holder of record of one a Certificate or more Book-Book Entry Units, which at the Effective Time were converted into the right Share be entitled to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive Consideration if Merger Consideration was already paid with respect to the Shares underlying such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu amount payable upon due surrender of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) the Certificates or any Regular DistributionBook Entry Shares. In the event of a transfer of ownership of Partnership Units Common Shares that is not registered in the transfer records of the Partnership or the Merger ConsiderationCompany, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units payment may be paid issued to such a transferee, transferee if the Certificate or Book Entry Share formerly representing such Partnership Units Common Shares is presented to the Exchange Paying Agent, and accompanied by all documents reasonably satisfactory to the Surviving Corporation required to evidence and effect such transfer transfer, and the Person requesting such exchange will pay to the Exchange Agent in advance issuance pays any transfer or other Taxes taxes required by reason of the delivery of the Merger Consideration, in any name such payment to a Person other than that of the record registered holder of such Partnership Units, Certificate or will establish Book Entry Share or establishes to the satisfaction of the Exchange Agent Parent and Company that such Taxes tax has been paid or is not applicable. All cash paid upon the surrender of a Certificate or Book Entry Share in accordance with the terms of this Section 2.2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Common Shares formerly represented by such Certificate or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsBook Entry Share.

Exchange Procedures. Promptly after following the Effective Time, Parent will instruct and the Exchange Surviving Corporation shall cause the Payment Agent to mail to each record holder of Partnership Units record of Shares as of immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) Time: (i) a letter of transmittal in customary form (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of a certificate or certificates (the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership “Certificates”) that immediately prior to the Effective TimeTime represented outstanding Shares (excluding Owned Shares and Dissenting Shares) (the or effective affidavits of loss in lieu thereof) or transfer of non-certificated Shares (excluding Owned Shares and Dissenting Shares) represented by book entry (“Letter of TransmittalUncertificated Shares”) to the Payment Agent); and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation thereof pursuant to the Exchange Agent together with such letters provisions of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any Article I. Each holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration Shares that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were have been converted into the right to receive the Merger ConsiderationConsideration shall be entitled to receive the Merger Consideration in respect of the Shares represented by a Certificate or Uncertificated Share, shall automatically upon (x) surrender to the Payment Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, or (y) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, from and after the Effective Time each such Certificate or Uncertificated Share shall represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. If Certificates or Uncertificated Shares are presented to the Surviving Corporation after the Effective Time for any reason, they shall be entitled to receivecanceled and exchanged for the Merger Consideration as provided for, and Parent in accordance with the procedures set forth in Article I. No interest shall cause be paid or accrued on the Exchange Agent to deliver as promptly as practicable cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. From and after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest there will be paid or accrued no further registration of transfers on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, Surviving Corporation of Shares that were issued and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented outstanding immediately prior to the Exchange AgentEffective Time, and accompanied by all documents reasonably required other than transfers to evidence and effect such transfer and the Person requesting such exchange will pay reflect, in accordance with customary settlement procedures, trades effected prior to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsTime.

Exchange Procedures. Promptly (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Parent will instruct shall cause the Exchange Agent to mail to each record person who was, immediately prior to the Effective Time, a holder of Partnership Units as record of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders one or more Old Certificates representing shares of Book-Entry Units) (i) Company Common Stock, a form of letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Old Certificates will shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Old Certificates in exchange for certificates representing the number of whole Parent Common Shares, any cash in lieu of fractional shares and the cash portion of the Merger Consideration payable in respect which the shares of Partnership Units Company Common Stock represented by such CertificatesOld Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement as well as any dividends or distributions to be paid in respect thereof pursuant to Section 2.3(b). Promptly From and after the Effective Time, upon proper surrender of Certificates, if any, an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent Agent, together with such letters properly completed letter of transmittal, properly completed and duly executed, and the holder of such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Old Certificate or Old Certificates shall be entitled to receive upon surrender in exchange therefor, subject to Section 2.2, (i) a New Certificate representing that number of whole Parent Common Shares to which such holder of Company Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of (A) the cash portion of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that Merger Consideration which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to Section 3.1(cthe provisions of this Article II, (B) (after taking into account all Partnership Units then held by such holder) and (y) any cash in lieu of a check in an amount equal to the aggregate amount of the cash that fractional share which such holder has the right to receive with in respect to such Partnership Units of the Old Certificate or Old Certificates surrendered pursuant to Section 3.3(cthe provisions of this Article II, and (C) and Section 3.3(d). Notwithstanding anything to dividends or distributions that the contrary contained holder presenting such Old Certificates is entitled to, as provided in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receiveII, and Parent the Old Certificate or Old Certificates so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)forthwith be cancelled. No interest will be paid or accrued on with respect to any Merger Consideration, any cash payment in lieu property to be delivered upon surrender of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payableOld Certificates. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.3, each Old Certificate will shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such delivery and surrender surrender, the Merger Consideration, payable Consideration and any cash in lieu of fractional shares or in respect of Partnership Units, and any cash dividends or distributions to which such holder is entitled pursuant to as contemplated by this Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions2.3.

Exchange Procedures. Promptly after To exchange Notes, a Holder must satisfy the Effective Timerequirements set forth in this Section 2.13. To exchange the Notes, Parent will instruct a Holder must (a) complete and manually sign the irrevocable exchange notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to mail to each record holder of Partnership Units as of Notes which are in certificated form, surrender the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying that in respect of certificated Partnership Units, delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates Notes to the Exchange Agent, or, if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary, (c) furnish appropriate endorsements and which will be in customary form and agreed to transfer documents if required by Parent and the Partnership prior to Exchange Agent, the Effective Time) (Company or the “Letter of Transmittal”) Trustee and (iid) instructions (in customary form and agreed pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to by Parent and be the Partnership prior to date on which the Effective Time) applicable Notes shall have been tendered for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable exchange. Notes in respect of which a Holder has delivered an Optional Repurchase Notice or Change in Control Purchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 2.08 or Section 2.09, as the case may be. In case any Note shall be surrendered for partial exchange, the Operating Partnership Units represented shall execute and the Trustee shall authenticate and deliver to, or upon the written order of, the Holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not surrendered for exchange. A Holder may exchange fewer than all of such Holder’s Notes so long as the Notes exchanged are an integral multiple of $1,000 principal amount. Upon surrender of a Note for exchange by a Holder, such CertificatesHolder shall deliver to the Operating Partnership cash equal to the amount that the Operating Partnership is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Operating Partnership may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. Promptly after the Effective TimeUpon exchange of a Note, a Holder shall not receive any cash payment representing accrued and unpaid interest on such Note. Instead, upon surrender an exchange of CertificatesNotes, the Operating Partnership shall deliver to tendering Holders only the consideration specified in Section 2.12. Delivery of cash and Company Common Shares, if any, for cancellation upon an exchange of Notes shall be deemed to satisfy the Operating Partnership’s obligation to pay the principal amount of the Notes and any accrued and unpaid interest. Accordingly, upon an exchange of Notes, any accrued and unpaid interest shall be deemed paid in full rather than cancelled, extinguished or forfeited. In no event shall the Exchange Agent together with Rate be adjusted to account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a Regular Record Date for an interest payment shall receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the exchange of such letters Notes at any time after the close of transmittal, properly completed business on the applicable Regular Record Date. Notes tendered for exchange by a Holder after the close of business on any Regular Record Date for an interest payment and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately on or prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will corresponding Interest Payment Date must be entitled to receive upon surrender accompanied by payment of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash interest that such holder has the right Holder is to receive on such Notes on such Interest Payment Date; provided, however, that no such payment shall be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to the second Business Day following such Interest Payment Date or (2) with respect to overdue interest (including Additional Interest), if any overdue interest exists at the time of exchange with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)Notes. Notwithstanding anything to Upon exchange of a Note, the contrary contained in this AgreementOperating Partnership, any holder of Book-Entry Units shall not be required if it elects to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger ConsiderationNet Shares, shall automatically pay any documentary, stamp or similar issue or transfer tax due on the issue of the Net Shares upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificatesexchange, if any, unless the tax is due because the Holder requests the shares to be issued or delivered to a person other than the Holder, in which case the Holder must pay the tax due prior to the delivery of such Net Shares. Certificates representing or evidencing Company Common Shares shall not be issued or delivered unless all taxes and duties, if any, payable by the Holder have been surrenderedpaid. A Holder of Notes, as contemplated such, shall not be entitled to any rights of a holder of Company Common Shares. Such Holder shall only acquire such rights upon the delivery by this the Operating Partnership, at its option, of Net Shares in accordance with the provisions of Section 3.32.12 in connection with the exchange by a Holder of Notes. If a Holder exchanges more than one Note at the same time, each Certificate will the number of Net Shares, if any, issuable upon the exchange shall be deemed at based on the total principal amount of the Notes surrendered for exchange. The Company shall, prior to issuance of any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership UnitsNotes hereunder, and from time to time as may be necessary, reserve out of its authorized but unissued Company Common Shares a sufficient number of Company Common Shares to permit the exchange of the Notes at the applicable Exchange Rate, assuming an election by the Company to satisfy the entire Net Amount by the delivery of Company Common Shares. Any Company Common Shares delivered upon an exchange of Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any cash lien or distributions adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the issuance and delivery of Company Common Shares, if any, upon an exchange of Notes and, prior to delivering any Company Common Shares upon an exchange of the Notes, shall cause to have listed or quoted all such Company Common Shares on each U.S. national securities exchange or over-the-counter or other domestic market on which such holder is entitled pursuant to Section 3.3(c)the Company Common Shares are then listed or quoted. Except as set forth herein, Section 3.3(d) and (without the necessity no other payment or adjustment for interest shall be made upon exchange of such surrender) Regular DistributionsNotes.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent will instruct and in any event within three (3) Business Days thereafter, the Exchange Agent to mail will send to each record holder of Partnership Units as shares of the Effective Time (Company Common Stock other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) Dissenting Shares or shares to be cancelled pursuant to Section 1.7(f), (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will and Book-Entry Shares shall pass, only upon proper delivery of the Certificates and Book-Entry Shares to the Exchange Agent, Agent and which will shall be in a reasonable and customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”form) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly As soon as reasonably practicable after the Effective Time, each holder of a Certificate or Book-Entry Shares, upon surrender of Certificates, if any, for cancellation a Certificate or Book-Entry Shares to the Exchange Agent together with such letters letter of transmittal, properly completed duly executed and duly executedcompleted, and such other documents as may reasonably be reasonably required pursuant to such instructionsby the Exchange Agent, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will shall be entitled to receive in exchange therefor the Merger Consideration (less any applicable withholding Taxes), without interest, for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share as the case may be, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates upon surrender compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or will accrue on any cash payable pursuant to Section 1.7(a) or Section 1.8. If payment of the Certificates therefor Merger Consideration 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 (x) New Common Units representing, the Certificate so surrendered shall be properly endorsed or shall otherwise be in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a check in an amount equal Person other than the registered holder of such Certificate surrendered and shall have established to the aggregate amount reasonable satisfaction of the cash Surviving Corporation that such holder Tax either has been paid or is not applicable. Payment of the right to receive applicable Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)Book-Entry Shares are registered. Notwithstanding anything to the contrary contained in this Agreement, any no holder of Book-Entry Units Shares shall not be required to deliver provide a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the Merger Consideration payment that such holder is entitled to receive pursuant to this Article IIISection 1.7(a). In lieu thereof, each holder of record of one or more Book-Entry UnitsShares other than Dissenting Shares or shares to be cancelled pursuant to Section 1.7(f) shall upon receipt by the Exchange Agent of an “agent’s message” in customary form (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such Book-Entry Shares upon receipt by the Exchange Agent of such “agent’s message” or such other evidence, which at if any, as the Effective Time were converted into the right Exchange Agent may reasonably request) be entitled to receive the Merger ConsiderationConsideration (less any applicable withholding Taxes), shall automatically upon without interest, for each share of Company Common Stock formerly represented by such Book-Entry Share and the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number Book-Entry Shares of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will so surrendered shall forthwith be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionscancelled.

Exchange Procedures. Promptly after On the Effective Time, Parent will instruct the Exchange Agent to mail to each record holder of Partnership Units as of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying that in respect of certificated Partnership Units, delivery will be effected, each SFC Stockholder shall execute and risk of loss and title deliver to Parent either the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Timecertificates(s) evidencing such SFC Stockholder’s Shares (the “Letter of TransmittalCertificates”) or an affidavit of lost certificate, in the form provided by Parent with respect thereto with full indemnity in favor of Parent, and (ii) instructions each SFC Optionholder shall deliver to Parent either the original, fully-executed stock option agreement(s) evidencing such SFC Equityholder’s Options (the “Option Agreements”) or an affidavit of lost stock option agreement, in customary the form and agreed to provided by Parent and the Partnership prior with respect thereto with full indemnity in favor of Parent. Upon surrender to the Effective Time) for use in effecting the surrender Parent of the Certificates in exchange Shares and Options for cancellation, the Merger Consideration payable in respect of Partnership Units represented by SFC Equityholder holding such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Shares and/or Options shall be entitled to receive in exchange therefor (A) at Closing upon the surrender of such Shares and/or Options (i) the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that aggregate Per Share Cash Closing Consideration and Per Option Cash Closing Consideration which such holder SFC Equityholder has the right to receive pursuant in respect of such Shares and/or Options, and (ii) a certificate representing that number of whole shares of aggregate Per Share Stock Closing Consideration and Per Option Stock Closing Consideration which such SFC Equityholder has the right to Section 3.1(c) receive in respect of such Shares and/or Options (after taking into account all Partnership Units Shares and Options then held by such holder) SFC Equityholder), and (yB) a check at the times stated in an amount equal and subject to the aggregate amount terms and conditions of this Agreement and the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Escrow Agreement, any holder the Escrow Amount, Equityholder Representative Holdback Amount, Earn Out Amounts, Earn Out Shares and post-Closing adjustments under Section 2.08(c) due in respect of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receiveShares and/or Options, and Parent the Certificates and/or Option Agreements so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will forthwith be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distributioncancelled. In the event of a transfer of ownership of Partnership Units Shares or Options that is not registered in the transfer records of the Partnership or Company, the applicable Merger Consideration, as applicable, Consideration and any Parent dividends or other distributions payable to which the holder of such Shares or Options is entitled pursuant to Section 3.3(c2.02(b) payable in respect of such Partnership Units may be paid delivered and issued to a transferee, transferee if the Certificate representing such Partnership Units Shares (or affidavit of lost certificate) or original Option Agreement representing such Options (or affidavit of lost stock option agreement), as applicable, is presented to the Exchange AgentParent, and accompanied by all documents reasonably deemed necessary by Parent required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes taxes have been paid or are not payablepaid, and in such event Schedule A-3 hereto will be revised by the parties to reflect such transfer. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.02, each Certificate will and Option Agreement shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such delivery and surrender the applicable Merger Consideration, payable in respect of Partnership Units, Consideration and any cash dividends or other distributions to which such holder SFC Equityholder is entitled pursuant to Section 3.3(c2.02(b), without any interest thereon and subject to any required withholding Taxes. In furtherance of the foregoing, the (i) Aggregate Cash Closing Consideration shall be paid at Closing to the SFC Equityholders in the amounts set forth opposite such person’s name on Schedule A-3 (as finalized in accordance with Section 3.3(d2.01(d)) by wire transfer to the accounts set forth thereon, and (without ii) the necessity of Aggregate Stock Closing Consideration shall be delivered at Closing to the SFC Equityholders in the amounts set forth opposite such surrender) Regular Distributionsperson’s name on Schedule A-3 (as finalized in accordance with Section 2.01(d)).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime (but no later than three (3) Business Days thereafter), Parent will instruct shall cause the Exchange Agent to mail to each record holder of Partnership Units record as of the Effective Time of one or more certificates (other than each, a “Certificate”) or uncertificated Company Shares (“Uncertificated Shares”) that immediately prior to the Partnership Effective Time represented issued and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) outstanding Company Shares that were converted into the right to receive Merger Consideration pursuant to Section 2.3: (i) a letter of transmittal in customary form (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will Certificate or Uncertificated Shares shall pass, only upon proper delivery of the Certificates Certificate or the Uncertificated Shares to the Exchange Agent), and which will that shall also be in customary such form and agreed to by have such other provisions as Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and Company may reasonably specify, (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates Certificate or the transfer of Uncertificated Shares in exchange for the Merger Consideration payable and (iii) a certificate or declaration in respect customary form to be used to confirm the status of Partnership Units represented by such Certificatesa Person as a Resident of Israel within the meaning of the Ordinance (a “Residence Certificate”). Promptly after the Effective Time, upon Upon (x) surrender of Certificates, if any, Certificates for cancellation to the Exchange Agent or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, together with such letters letter of transmittal, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, and the holders of such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificates or Uncertificated Shares shall be entitled to receive upon surrender of the Certificates in exchange therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that Consideration, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder2.3(e) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer dividends or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c2.4(d), and the Certificates so surrendered or the Uncertificated Shares so transferred shall forthwith be canceled. Until so surrendered or canceled, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive, upon surrender and without interest, the Merger Consideration into which the Company Shares theretofore represented by such Certificates shall have been converted pursuant to Section 3.3(d2.3, cash in lieu of fractional shares of Parent Common Stock pursuant to Section 2.3(e) and (without the necessity of such surrender) Regular Distributionsany dividends or other distributions pursuant to Section 2.4(d).

Exchange Procedures. Promptly after following the Effective Time (but in no event later than three (3) Business Days following the Effective Time), Parent will shall instruct the Exchange Paying Agent to mail to each record holder of Partnership Units as record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than “Certificates,” it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the Partnership ownership of shares of Company Common Stock) and its Subsidiaries and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Article I (excluding, for the avoidance of doubt, the Company, Parent, Merger Sub, any Subsidiary of the Company or Parent and its Subsidiaries and other than any or holders of Book-Entry UnitsDissenter Shares who have not subsequently withdrawn or lost their rights of appraisal) (ia) a letter of transmittal in customary form and with such other provisions as Parent may reasonably determine (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (iib) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate for cancellation to the Exchange Paying Agent together with such letters letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsinstructions (or, each if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), the holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will of such Certificate shall be entitled to receive upon surrender of in exchange therefor the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units Merger Consideration that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held in respect of the shares of Company Common Stock formerly represented by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receiveCertificate, and Parent the Certificate so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu Consideration payable to holders of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular DistributionCertificates. In the event of a transfer of ownership of Partnership Units shares of Company Common Stock that is not registered in the transfer records of the Partnership or Company, the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units Consideration may be paid issued to a transferee, transferee if the Certificate representing such Partnership Units shares of Company Common Stock is presented to the Exchange Paying Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.3Article II, each Certificate will shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect Consideration or the right to demand to be paid the “fair value” of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to the shares represented thereby as contemplated by Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions1.8.

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within three Business Days), Parent will instruct and the Exchange Surviving Corporation shall cause the Paying Agent to mail to each record holder of Partnership Units as record of the Effective Time (other than the Partnership Certificates and its Subsidiaries and Parent and its Subsidiaries and other than any holders to each holder of record of Book-Entry Units) Shares, in each case whose shares were converted into the right to receive the Merger Consideration pursuant to Section 4.2(a), (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Paying Agent and which will shall be in customary such form and agreed to by have such other provisions as Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) may reasonably specify and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of surrendering the Certificates or Book-Entry Shares in exchange for the Merger Consideration payable in with respect thereto. Upon surrender to the Paying Agent of Partnership Units represented a Certificate for cancellation, together with a duly completed and validly executed letter of transmittal or receipt of an “agent’s message” by the Paying Agent (or such Certificates. Promptly after the Effective Time, upon surrender of Certificatesother evidence, if any, for cancellation to of transfer as the Exchange Paying Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiariesrequest) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregatecase of Book-Entry Shares, the whole number holder of New such Certificate or Book-Entry Shares shall receive in exchange therefor the amount of cash which the shares of Company Common Units that Stock theretofore represented by such Certificate or book-entry entitle such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) the provisions of this Article 4 and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Certificate or Book-Entry Units Shares so surrendered shall not forthwith be required to deliver an executed letter of transmittal to canceled. Until so surrendered or transferred, as the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereofcase may be, each holder of record of one such Certificate or more Book-Entry Units, which at Share shall represent after the Effective Time were converted into for all purposes only the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will shall be paid or accrued shall accrue on any Merger Consideration, any cash payment in lieu payable to holders of fractional New Common Units, any Parent distributions payable Certificates or Book-Entry Shares pursuant to Section 3.3(c) or any Regular Distributionthe provisions of this Article 4. In the event of a transfer of ownership of Partnership Units Company Common Stock that is not registered in the transfer records of the Partnership or the Merger ConsiderationCompany, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units payment may be paid made to a transferee, if Person other than the Person in whose name the Certificate representing or Book-Entry Shares so surrendered are registered if such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect Certificate shall be properly endorsed or otherwise be in proper form for transfer or such transfer Book-Entry Shares shall be properly transferred and the Person requesting such exchange will issuance shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name payment to a Person other than that of the record registered holder of such Partnership Units, Certificate or will Book-Entry Shares or establish to the satisfaction of the Exchange Agent Parent that such Taxes have Tax has been paid or are is not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsapplicable.

Exchange Procedures. Promptly (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Parent will instruct shall cause the Exchange Agent to mail to each record person who was, immediately prior to the Effective Time, a holder of Partnership Units as record of one or more Old Certificates representing shares of Company Common Stock that have been converted at the Effective Time (other than into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) right to receive the Merger Consideration pursuant to Article I, a letter of transmittal in customary form and reasonably acceptable to Parent and the Company (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Old Certificates will shall pass, only upon proper delivery of the Old Certificates (or surrender of Book-Entry Shares) to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Old Certificates in exchange for the consideration for certificates representing the number of whole Parent Common Stock, any cash in lieu of fractional shares and the cash portion of the Merger Consideration payable in respect which shares of Partnership Units Company Common Stock represented by such CertificatesOld Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement, as well as any dividends or distributions to be paid pursuant to Section 2.2(b). Promptly From and after the Effective Time, upon proper surrender of Certificates, if any, an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent Agent, together with such letters of transmittal, properly completed and letter of transmittal duly executed, and the holder of such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Old Certificate or Old Certificates shall be entitled to receive upon surrender in exchange therefor, as applicable, (i) a New Certificate representing that number of whole shares of Parent Common Stock to which such holder of Company Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) payment representing the amount of (A) the cash portion of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that Merger Consideration which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to Section 3.1(cthe provisions of this Article II, (B) (after taking into account all Partnership Units then held by such holder) and (y) a check any cash in an amount equal to the aggregate amount lieu of the cash that fractional shares which such holder has the right to receive with in respect to such Partnership Units of the Old Certificate or Old Certificates surrendered pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder provisions of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each II and (C) any dividends or distributions which the holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder thereof has the right to receive pursuant to this Section 3.1(c) (after taking into account all Partnership Units then held by such holder) 2.2, and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on with respect to any Merger Consideration, any cash payment in lieu property to be delivered upon surrender of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payableOld Certificates. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.2, each Old Certificate will shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such delivery and surrender surrender, the Merger Consideration, payable Consideration and any cash in lieu of fractional shares or in respect of Partnership Units, and any cash dividends or distributions to which such holder is entitled pursuant to as contemplated by this Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions2.2.

Exchange Procedures. Promptly after following the Effective Time, Parent will instruct and the Surviving Corporation shall cause the Exchange Agent to mail to each record holder of Partnership Units record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (other than Cancelled Company Shares and Dissenting Company Shares), (ii) uncertificated shares of Company Common Stock (the Partnership “Uncertificated Shares”), and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units(iii) Company Restricted Stock Awards, in each case, who are entitled to receive the Merger Consideration pursuant to Section 3.1, (iA) a letter of transmittal in customary form (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent), and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (iiB) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of Partnership Units represented this Article III (including instructions for providing the Exchange Agent required Tax documentation, including, as applicable, a properly executed IRS Form W-9 or appropriate IRS Form W-8). Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal and Tax documentation, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Exchange Agent (or such Certificatesother evidence, if any, of transfer as the Exchange Agent may reasonably request) and Tax documentation, in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. Promptly The Exchange Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal and reasonable exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.2. Until so surrendered, Certificates and Uncertificated Shares shall be deemed, from and after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into evidence only the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No without interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Considerationthereon, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled thereof pursuant to Section 3.3(c)the provisions of this Article III. As soon as practicable (and in any event within 15 Business Days) following the Closing Date, Section 3.3(dthe Exchange Agent shall provide Parent with a list of the names and addresses of all holders of CVRs pursuant to the provisions of this Article III. Notwithstanding anything herein to the contrary, the payment of any Milestone Payment (as such term is defined in the CVR Agreement) and (without the necessity payment procedures with respect thereto shall be governed by the terms of such surrender) Regular Distributionsthe CVR Agreement.

Exchange Procedures. Promptly after the Effective Time, Parent will Lilis shall instruct the Exchange Agent to mail transmit to each record holder of Partnership Units holder, as of the Effective Time, of an outstanding Certificate that immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders represented shares of Book-Entry Units) Brushy Common Stock (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will shall be in customary form and agreed to by Parent Lilis and the Partnership Brushy prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units the shares of Brushy Common Stock represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, Certificates for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will holders of such Certificates shall be entitled to receive upon surrender in exchange therefor shares of the Certificates therefor (x) New Lilis Common Units Stock representing, in the aggregate, the whole number of New shares of Lilis Common Units Stock that such holder has holders have the right to receive pursuant to Section 3.1(c) 2.1 (after taking into account all Partnership Units shares of Brushy Common Stock then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units shares of Brushy Common Stock that is was not registered in the transfer records of the Partnership or Brushy, the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) Consideration payable in respect of such Partnership Units shares of Brushy Common Stock may be paid to a transferee, transferee if the Certificate representing such Partnership Units shares of Brushy Common Stock is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, Consideration in any name other than that of the record registered holder of such Partnership Unitsthe Certificate surrendered, or will shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.32.3, each Certificate will 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 delivery and surrender the Merger Consideration, Consideration payable in respect of Partnership Units, and any cash or distributions to which the shares of Brushy Common Stock represented by such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsCertificate.

Exchange Procedures. Promptly (and in any event within five Business Days) after the Effective Time, Parent will instruct the Exchange Agent shall cause to mail be mailed to each record holder of Partnership Units as record of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a Company Certificate, a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Company Certificates will shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent, Agent and which will shall be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”form) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Company Certificate for cancellation to the Exchange Agent Agent, together with such letters letter of transmittal, properly duly completed and duly executed, validly executed in accordance with the instructions thereto and such other documents as may reasonably be reasonably required pursuant to such instructions, each the holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will of such Company Certificate shall be entitled to receive upon surrender of the Certificates promptly in exchange therefor (xA) New Common Units representing, in a certificate representing the aggregate, the whole number of New whole shares of Parent Common Units Stock that such holder has the right to receive pursuant to Section 3.1(c) as part of the Merger Consideration, a (after taking into account all Partnership Units then held by such holder) and (yB) a check in an amount equal to certificate representing the aggregate amount number of the cash whole Warrants that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder as part of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (yC) a check in an amount equal to the aggregate amount of the for cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New shares of Parent Common UnitsStock, fractional Warrants, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer dividends or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c)1.7 and any other cash to which such holder is entitled, and the Company Certificate so surrendered shall forthwith be cancelled. Until so surrendered, each outstanding Company Certificate shall be deemed from and after the Closing, for all corporate purposes, to evidence the right to receive upon such surrender a portion of the Merger Consideration. Any portion of the shares of Parent Common Stock and cash deposited with the Exchange Agent pursuant to Section 3.3(d(b) above, which remains undistributed to the holders of the shares of Company Common Stock for 12 months after the Closing shall be delivered to Parent, upon demand, and (without any holders of shares of Company Common Stock who have not theretofore complied with this Exhibit D shall thereafter be entitled to receive from Parent payment of the necessity Merger Consideration and any cash in lieu of fractional shares, dividends or distributions with respect to Parent Common Stock to which such surrender) Regular Distributionsholders may be then entitled.

Exchange Procedures. Promptly As promptly as practicable after the Effective TimeTime (but in no event later than three (3) Business Days thereafter), Parent will instruct DENTSPLY shall cause the Exchange Agent to mail to each record holder of Partnership Units as record of a Sirona Certificate or Sirona Book-Entry Share, in each case which shares were converted into the right to receive the Merger Consideration at the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) pursuant to this Agreement: (i) a letter of transmittal (specifying transmittal, which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Sirona Certificates will shall pass, only upon proper delivery of the Sirona Certificates to the Exchange Agent, and which will shall otherwise be in customary such form and agreed to by Parent have such other provisions as DENTSPLY, Sirona and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) Exchange Agent may reasonably specify, and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Sirona Certificates or Sirona Book-Entry Shares in exchange for the Merger Consideration payable in respect Consideration, as applicable, and the method of Partnership Units represented by payment of such Certificatesholder's Fractional Shares Cash Amount. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, Sirona Certificates and Sirona Book-Entry Shares for cancellation to the Exchange Agent together with or to such letters other agent or agents as may be appointed by Sirona and DENTSPLY, and upon delivery of a letter of transmittal, properly completed duly executed and duly executedin proper form with all required enclosures and attachments, and such other documents as may be reasonably required pursuant with respect to such instructionsSirona Certificates or Sirona Book-Entry Shares, each the holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will of such Sirona Certificates or Sirona Book-Entry Shares shall be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number shares of New DENTSPLY Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration Stock that such holder is entitled to receive pursuant to this Article III. In lieu thereofSection 2.1 and, if applicable, the Fractional Shares Cash Amount for each holder share of record of one or more Sirona Common Stock formerly represented by such Sirona Certificates and for each Sirona Book-Entry Units, which at the Effective Time were converted into the right to receive Share. Any Sirona Certificates and Sirona Book-Entry Shares so surrendered shall forthwith be cancelled. If payment of the Merger Consideration, shall automatically upon the Effective Time Consideration is to be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid made to a transfereePerson other than the Person in whose name any surrendered Sirona Certificate is registered, if it shall be a condition precedent to payment that the Sirona Certificate representing such Partnership Units is presented to the Exchange Agentso surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance payment shall have paid any transfer or and other similar Taxes required by reason of the delivery of the Merger Consideration, in any name as applicable, to a Person other than that the registered holder of the record holder of such Partnership Units, or will establish Sirona Certificate so surrendered and shall have established to the satisfaction of the Exchange Agent Sirona that such Taxes either have been paid or are not payablerequired to be paid. Delivery of the Merger Consideration with respect to Sirona Book-Entry Shares shall only be made to the Person in whose name such Sirona Book-Entry Shares are registered. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.3hereby, each Sirona Certificate will or Sirona Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable Consideration as provided in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsthis Agreement.

Exchange Procedures. Promptly after the Effective Time (and in no event later than two Business Days thereafter), the Parent Entities shall cause to be mailed (i) to each Person who was, at the Company Merger Effective Time, Parent will instruct the Exchange Agent to mail to each record holder of Partnership Units as of the Manager Merger Effective Time or the OpCo Merger Effective Time, as applicable, a Holder of Shares represented by book-entry, Manager Membership Interests, OpCo Membership Interests or OpCo Profits Units, as applicable (collectively, the “Book-Entry Securities”), instructions for use in effecting the surrender of such Book-Entry Securities in exchange for the Merger Consideration to which such Holder is entitled pursuant to this Article III (other than any Deferred Payments) and (ii) to the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than extent any holders Certificates are outstanding as of Book-Entry Unitsimmediately prior to the Company Merger Effective Time, to each Holder who was, at the Company Merger Effective Time, a holder of record of a certificate or certificates (“Certificates”) (i) that represented any Shares outstanding immediately prior to the Company Merger Effective Time, a form of letter of transmittal (specifying which (A) shall specify that in respect delivery of certificated Partnership Units, delivery will a Certificate shall be effected, and risk of loss and title to the Certificates will such Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Exchange Agent, Paying Agent and which will (B) shall be in customary such form and agreed to have such other customary provisions as the Surviving Company may specify), together with instructions thereto, setting forth, inter alia, the procedures by Parent and the Partnership prior to the Effective Time) (the “Letter which holders of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the Certificates may surrender of the such Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that which such holder is entitled to receive pursuant to this Article III. In lieu thereofIf payment of the applicable Merger Consideration in respect of any Shares represented by Certificates is to be made to a Person other than the Person in whose name a Certificate surrendered is registered, each holder it shall be a condition of record payment of one the Company Merger Consideration that (w) the Certificate so surrendered shall be properly endorsed or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time otherwise be entitled to receive, in proper form for transfer and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, Person requesting such payment shall pay any transfer or other Taxes required solely by reason of the whole number payment of New Common Units such Company Merger Consideration to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Parent Entities that such holder Tax has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be been paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distributionis not applicable. In the event of a transfer of ownership of Partnership Units Book-Entry Securities that is not registered in the transfer records of the Partnership or Company Entities, payment of the applicable Merger Consideration, as applicable, and Consideration (other than any Parent distributions payable pursuant to Section 3.3(cDeferred Payments) payable in respect of such Partnership Units may be paid made to a transferee, Holder other than the Person in whose name the Book-Entry Security is registered if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by (y) all documents reasonably required to evidence and effect such transfer or otherwise be in proper form for transfer are presented to the Paying Agent and (z) the Person Holder requesting such exchange will payment shall pay to the Exchange Agent in advance any transfer or other Taxes required solely by reason of the delivery payment of the such Merger Consideration, in any name Consideration (other than that of any Deferred Payments) to a Person other than the record registered holder of such Partnership Units, Book-Entry Security or will establish to the reasonable satisfaction of the Exchange Agent Parent Entities that such Taxes have Tax has been paid or are is not payableapplicable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.33.04, each Book-Entry Security and Certificate will shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and Consideration (other than any cash or distributions Deferred Payments) to which the holder of such holder Book-Entry Security or Certificate is entitled pursuant to Section 3.3(cthis Article III. No interest shall be paid or will accrue on any cash payable to holders of Book-Entry Securities or Certificates pursuant to the provisions of this Article III. Each Holder that is a registered holder of one or more Book-Entry Securities shall, upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent may reasonably require), Section 3.3(d) be entitled to receive, and (without the necessity Parent Entities shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after receipt of such surrenderagent’s message (or such other evidence, if any, as the Paying Agent may reasonably require), the Merger Consideration (other than any Deferred Payments) Regular Distributionsfor each Book-Entry Security. Each Holder that is a holder of one or more Certificates shall, upon completion of such applicable procedures by such holder and the surrender of such holder’s Certificate, be entitled to receive, and the Parent Entities shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the completion of such procedures, the Merger Consideration (other than any Deferred Payments) for each Share represented by such Certificates. Upon the payment and delivery of the applicable Merger Consideration (other than any Deferred Payments) with respect to a Certificate or Book-Entry Security, such Certificate or Book-Entry Security shall forthwith be canceled. Prior to the Company Merger Effective Time, the Parent Entities and the Company Entities shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) with the objective that the Paying Agent shall transmit to DTC or its nominee on the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (X) the number of shares of Company Common Stock (other than Excluded Shares, Rollover Shares and any Dissenting Shares) held of record by DTC or such nominee immediately prior to the Company Merger Effective Time multiplied by (Y) the Company Merger Consideration.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct the Surviving Corporation shall cause the Exchange Agent to mail to each record holder the former stockholders of Partnership Units as of the Effective Time PBF appropriate transmittal materials (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will certificates theretofore representing shares of PBF Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent, ). Upon surrender of a certificate or certificates for exchange and which will be in customary form and agreed to by Parent and the Partnership prior cancellation to the Effective TimeExchange Agent (such shares to be free and clear of all liens, claims and encumbrances), together with a properly executed letter of transmittal, the holder of such certificate or certificates shall be entitled to receive in exchange therefore: (a) (a certificate representing that number of whole shares of ANB Common Stock which such holder of PBF Common Stock became entitled to receive pursuant to the “Letter provisions of Transmittal”) Article 3 hereof and (iib) instructions (in customary form and agreed to by Parent and a check representing the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificatesaggregate cash consideration, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that fractional shares and/or Additional Optional Cash Consideration Per Share which such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount provisions of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive3 hereof, and Parent the certificate or certificates so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Unitsshares, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership UnitsAdditional Optional Cash Consideration Per Share, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered unpaid dividends and Certificatesdistributions, if any, have been surrendered, payable to holders of certificates for PBF Common Stock. The Surviving Corporation shall not be obligated to deliver the consideration to which any former holder of PBF Common Stock is entitled as contemplated by a result of the Merger until such holder surrenders his certificate or certificates representing the shares of PBF Common Stock for exchange as provided in this Section 3.34.1. The certificate or certificates for PBF Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, each Certificate will neither the Surviving Corporation, ANB nor the Exchange Agent shall be deemed at liable to a holder of PBF Common Stock for any time after the Effective Time amounts paid or property delivered in good faith to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled a public official pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsany applicable abandoned property Law.

Exchange Procedures. Promptly after following the Effective Time (but in no event later than ten (10) days following the Effective Time, ) Parent will instruct shall cause the Exchange Paying Agent to mail to each record registered holder of Partnership Units as of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders “Certificates”) or of non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry UnitsShares”) (i) a letter of transmittal in customary form (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Paying Agent and which will be in shall include customary form and agreed provisions with respect to by Parent and the Partnership prior delivery of an “agent’s message” with respect to the Effective Time) (the “Letter of Transmittal”Book-Entry Shares) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Per Share Merger Consideration payable Price to which such holder is entitled. Upon surrender of Certificates (or affidavits of loss in respect lieu thereof), or in the case of Partnership Units represented by such Certificates. Promptly after the Effective TimeBook-Entry Shares, upon surrender adherence to the applicable procedures set forth in the letter of Certificates, if anytransmittal, for cancellation to the Exchange Paying Agent together with such letters letter of transmittal, properly completed and duly executedexecuted in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Paying Agent or pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time holders of such Certificates or Book-Entry Shares shall (other than the Partnership and its Subsidiaries and Parent and its SubsidiariesA) will be entitled to receive upon surrender receive, and the Paying Agent shall (and Parent shall cause the Paying Agent to), in exchange therefor, transfer from the Exchange Fund to each such holder the Cash Portion of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that Per Share Merger Price such holder has the right to receive pursuant to Section 3.1(c5.1(c)(iii) (after taking into account all Partnership Units then held by such holder) hereof, and (yB) a check in an amount equal be identified by Parent, or caused to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representingidentified by Parent, in the aggregateregister maintained by the CVR Rights Agent for the purpose of identifying the holders of CVRs pursuant to the terms of the CVR Agreement, as the whole holder of that number of New Common Units that CVRs such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held hereto, in accordance with the CVR Agreement, and the Company Common Stock formerly represented by such holder) Certificates or Book-Entry Shares, and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. No interest will be paid or accrued on any the Per Share Merger Consideration, any cash payment in lieu Price payable to holders of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) Certificates or any Regular DistributionBook-Entry Shares. In the event of a transfer of ownership of Partnership Units that shares of Company Common Stock which is not registered in the transfer records of the Partnership or Company, the applicable Per Share Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units Price may be paid issued to a transferee, transferee if the Certificate representing such Partnership Units shares of Company Common Stock is presented to the Exchange AgentPaying Agent (or in the case of Book-Entry Shares, and upon adherence to the applicable procedures set forth in the letter of transmittal), accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.35.2, each Certificate will and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive for each share of Company Common Stock upon such delivery and surrender the Per Share Merger Consideration, payable in respect of Partnership Units, and any cash or distributions Price to which such holder share is entitled or the right to demand appraisal of Dissenting Shares pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsDGCL.

Exchange Procedures. (i) Promptly after following the Effective TimeClosing Date, Parent will instruct Buyer or the Exchange Agent to shall mail to each record holder of Partnership Units as of the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying that in respect of certificated Partnership Units, delivery will be effected, and risk of loss and title to substantially the Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) attached hereto as Exhibit C (the “Letter of Transmittal”) and to each Stockholder (ii) instructions (in customary form and agreed to by Parent and including the Partnership holders of Company Warrants who exercised their Company Warrants prior to the Effective Time) at the address set forth opposite each such holder’s name on the Company Spreadsheet. After receipt of the Letter of Transmittal and any other documents that Buyer or the Exchange Agent may reasonably require in order to effect the exchange (the “Exchange Documents”), the Stockholders will surrender their certificates representing their shares of Company Capital Stock (the “Company Stock Certificates”) to the Exchange Agent for use in effecting the cancellation together with duly completed and validly executed Exchange Documents. Upon surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, a Company Stock Certificate for cancellation to the Exchange Agent Agent, or such other agent or agents as may be appointed by Buyer, together with such letters of transmittalExchange Documents, properly duly completed and duly executedvalidly executed in accordance with the instructions thereto, subject to the terms of Section 2.8(d), the Stockholder shall be entitled to receive from the Exchange Agent in exchange therefor (A) the portion of the Exchange Fund, (B) the portion of the Adjusted Working Capital Surplus, if any, and (C) to the extent deposited with the Exchange Agent, the portion of the Representative Fund, to which such other documents as may be reasonably required Stockholder is entitled pursuant to such instructionsSections 2.6(a) through and including 2.6(f) and Section 2.6(i), as applicable, and the Company Stock Certificate so surrendered shall be cancelled. Until so surrendered, each holder who Company Stock Certificate (other than those representing Dissenting Shares) outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the amounts payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration will be paid to a Stockholder of any unsurrendered Company Stock Certificate with respect to such shares of Company Capital Stock formerly represented thereby until the Stockholder of record of such Company Stock Certificate shall surrender such Company Stock Certificate or documentation satisfactory to Buyer and the Exchange Agent evidencing the loss of such Company Stock Certificate as contemplated by Section 2.13 and shall deliver validly executed Exchange Documents. Notwithstanding anything in this Section 2.8(b), neither the Buyer nor any of its Affiliates shall be required to deliver to the Exchange Agent any Company Stock Certificate with respect to any shares of Company Common Stock held Partnership Units immediately by Buyer or any of its Affiliates prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender as a result of the Certificates therefor (x) New Common Units representing, exercise of any Company Warrants in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent order to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery portion of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, Consideration payable to Buyer or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsits Affiliates.

Exchange Procedures. Promptly after the Effective Time, Parent will instruct UPC and Magna shall cause the exchange agent selected by UPC (the "Exchange Agent Agent") to mail to each record holder the former shareholders of Partnership Units as of the Effective Time Magna appropriate transmittal materials (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) (i) a letter of transmittal (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will certificates theretofore representing shares of Magna Common Stock shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent, ). The Exchange Agent may establish reasonable and which will be customary rules and procedures in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificatesconnection with its duties. Promptly after After the Effective Time, upon each holder of shares of Magna Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement) issued and outstanding at the Effective Time shall surrender of Certificates, if any, for cancellation the certificate or certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such letters of transmittal, properly completed and duly executed, and such other documents as may be reasonably required shares (without interest thereon) pursuant to such instructionsSection 4.2 of this Agreement. To the extent required by Section 3.4 of this Agreement, each holder who held Partnership Units immediately prior to of shares of Magna Common Stock issued and outstanding at the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive also shall receive, upon surrender of the Certificates therefor (x) New Common Units representingcertificate or certificates representing such shares, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu of any fractional New share of UPC Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions Stock to which such holder may be otherwise entitled (without interest). UPC shall not be obligated to deliver the consideration to which any former holder of Magna Common Stock is entitled as a result of the Merger until such holder surrenders such holder's certificate or certificates representing the shares of Magna Common Stock for exchange as provided in this Section 4.1. The certificate or certificates of Magna Common Stock so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, neither UPC nor the Exchange Agent shall be liable to a holder of Magna Common Stock for any amounts paid or property delivered in good faith to a public official pursuant to Section 3.3(c), Section 3.3(d) and (without any applicable abandoned property Law. Adoption of this Agreement by the necessity shareholders of such surrender) Regular DistributionsMagna shall constitute ratification of the appointment of the Exchange Agent.

Exchange Procedures. Promptly As promptly as practicable after the Effective TimeTime (but in no event later than three (3) Business Days thereafter), Parent will instruct Ouster shall cause the Exchange Agent to mail to each record holder of Partnership Units as record of a Velodyne Book-Entry Share, which shares were converted into the right to receive the applicable Velodyne Merger Consideration at the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) pursuant to this Agreement: (i) a letter of transmittal (specifying that transmittal, which shall be in respect of certificated Partnership Unitssuch form and have such provisions as Ouster, delivery will be effected, Velodyne and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Exchange AgentAgent may reasonably specify, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates Velodyne Book-Entry Shares in exchange for the applicable Velodyne Merger Consideration payable in respect and the method of Partnership Units represented by payment of such Certificatesholder’s Fractional Shares Cash Amount. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, the Velodyne Book-Entry Shares for cancellation to the Exchange Agent together with or to such letters other agent or agents as may be appointed by Xxxxxxxx and Ouster, and upon delivery of a letter of transmittal, properly completed duly executed and duly executed, in proper form with all required enclosures and such other documents as may be reasonably required pursuant attachments with respect to such instructionsVelodyne Book-Entry Shares, each the holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will of such Velodyne Book-Entry Shares shall be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number shares of New Ouster Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration Stock that such holder is entitled to receive pursuant to this Article III. In lieu thereofSection 2.1 and, if applicable, the Fractional Shares Cash Amount for each holder share of record of one or more Velodyne Common Stock formerly represented by such Velodyne Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, Share. Any Velodyne Book-Entry Shares so surrendered shall automatically upon the Effective Time forthwith be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount cancelled. Delivery of the cash that such holder has the right to receive applicable Velodyne Merger Consideration with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest will Velodyne Book-Entry Shares shall only be paid or accrued on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented made to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect Person in whose name such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or shares are not payableregistered. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.3hereby, each Certificate will Velodyne Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the applicable Velodyne Merger Consideration, payable Consideration provided in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsthis Agreement.

Exchange Procedures. Promptly after following the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent will instruct shall cause the Exchange Paying Agent to mail to each record holder of Partnership Units as record of a Certificate or Certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than “Certificates”, it being understood that any holders of references herein to “Certificates” shall be deemed to include Book-Entry UnitsShares) and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Article I (ia) a letter of transmittal in customary form (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (iib) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate for cancellation to the Exchange Paying Agent together with such letters letter of transmittal, properly completed and duly executed, and such other documents as may be customarily and reasonably required pursuant to such instructionsinstructions (or, each if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), the holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will of such Certificate shall be entitled to receive upon surrender of in exchange therefor the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that Merger Consideration which such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held in respect of the shares of Company Common Stock formerly represented by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receiveCertificate, and Parent the Certificate so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu Consideration payable to holders of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular DistributionCertificates. In the event of a transfer of ownership of Partnership Units that shares of Company Common Stock which is not registered in the transfer records of the Partnership or Company, the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units Consideration may be paid issued to a transferee, transferee if the Certificate representing such Partnership Units shares of Company Common Stock is presented to the Exchange Paying Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.3Article II, each Certificate will shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect Consideration or the right to demand to be paid the “fair market value” of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions.shares represented thereby as contemplated by Article I.

Exchange Procedures. Promptly after following the Effective Time (but in no event later than three (3) Business Days following the Effective Time), Parent will shall instruct the Exchange Paying Agent to mail to each record holder of Partnership Units as record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than the Partnership “Certificates”) and its Subsidiaries and Parent and its Subsidiaries and other than any holders whose shares of Book-Entry Units) Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Section 3.1 (i) a letter of transmittal in customary form (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Exchange Agent, Paying Agent and which will shall be in customary form and agreed subject to by Parent and the Partnership consent of the Company prior to the Effective Time) (the “Letter of Transmittal”, such consent not to be unreasonably withheld or delayed) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after the Effective Time, upon Upon surrender of Certificates, if any, a Certificate for cancellation to the Exchange Paying Agent together with such letters letter of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructionsinstructions (or, each holder who if such shares are held Partnership Units immediately prior in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the Effective Time (other than ownership of shares of Company Common Stock)), the Partnership and its Subsidiaries and Parent and its Subsidiaries) will holder of such Certificate shall be entitled to receive upon surrender of in exchange therefor the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that Merger Consideration which such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held in respect of the shares of Company Common Stock formerly represented by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receiveCertificate, and Parent the Certificate so surrendered shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)forthwith be canceled. No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu Consideration payable to holders of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular DistributionCertificates. In the event of a transfer of ownership of Partnership Units that shares of Company Common Stock which is not registered in the transfer records of the Partnership or Company, the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units Consideration may be paid issued to a transferee, transferee if the Certificate representing such Partnership Units shares of Company Common Stock is presented to the Exchange Paying Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.33.2, each Certificate will shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect Consideration or the right to demand to be paid the “fair value” of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to the shares represented thereby as contemplated by Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions3.3.

Exchange Procedures. Promptly after following the Effective Time, Parent will instruct and the Exchange Surviving Corporation shall cause the Payment Agent to mail to each record holder of Partnership Units record of Shares as of immediately prior to the Effective Time (other than whose shares were converted into the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry Units) right to receive the Merger Consideration pursuant to Section 1.4(b)(i): (i) a letter of transmittal in customary form (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of a certificate or certificates (the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership “Certificates”) that immediately prior to the Effective TimeTime represented outstanding Shares (excluding Cancelled Shares and Dissenting Shares) (or effective affidavits of loss in lieu thereof as provided in Section 2.2(d)) or transfer of Uncertificated Shares (excluding Cancelled Shares and Dissenting Shares) to the Payment Agent (as evidenced by receipt by the Payment Agent of an “Letter of Transmittal”) agent’s message” in customary form or such other evidence as the Payment Agent may reasonably request); and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation thereof pursuant to the Exchange Agent together with such letters provisions of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any Article I. Each holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration Shares that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were have been converted into the right to receive the Merger ConsiderationConsideration shall be entitled to receive the Merger Consideration in respect of the Shares represented by a Certificate or Uncertificated Share (x) in the case of Shares represented by a Certificate, shall automatically upon surrender to the Payment Agent of such Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent or (y) in the case of a book-entry transfer of Uncertificated Shares promptly following the Closing. Until so surrendered or transferred, as the case may be, from and after the Effective Time each such Certificate or Uncertificated Share shall represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. If Certificates or Uncertificated Shares are presented to the Surviving Corporation after the Effective Time for any reason, they shall be entitled to receivecanceled and exchanged for the Merger Consideration as provided for, and Parent in accordance with the procedures set forth in Article I. No interest shall cause be paid or accrued on the Exchange Agent to deliver as promptly as practicable cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. From and after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest there will be paid or accrued no further registration of transfers on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, Surviving Corporation of Shares that were issued and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented outstanding immediately prior to the Exchange AgentEffective Time, and accompanied by all documents reasonably required other than transfers to evidence and effect such transfer and the Person requesting such exchange will pay reflect, in accordance with customary settlement procedures, trades effected prior to the Exchange Agent in advance any transfer or other Taxes required by reason Effective Time. Table of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions.Contents

Exchange Procedures. Promptly after following the Effective Time (but in no event later than two Business Days following the Effective Time), Parent will instruct the Exchange Surviving Corporation shall cause the Paying Agent to mail to each record holder of Partnership Units as record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders “Certificates”) or of non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry UnitsShares”) (ia) a letter of transmittal (specifying that in respect of certificated Partnership Unitscustomary form, delivery will which shall be effected, and risk of loss and title subject to the Certificates will pass, only upon proper delivery reasonable approval of the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership Company prior to the Effective Time) (the “Letter of Transmittal”) Time and (iib) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect of Partnership Units represented by such CertificatesConsideration. Promptly after After the Effective Time, upon surrender of CertificatesCertificates (or affidavits of loss in lieu thereof), if anyor in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal, for cancellation to the Exchange Paying Agent together with such letters letter of transmittal, properly completed and duly executedexecuted in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent or pursuant to such instructions, each the holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will of such Certificates or Book-Entry Shares shall be entitled to receive upon surrender of in exchange therefor the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that Merger Consideration which such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held in respect of the shares of Company Common Stock formerly represented by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Certificates or Book-Entry Units shall not be required to deliver an executed letter of transmittal to Shares, and the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one Certificates or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, Shares so surrendered shall automatically upon the Effective Time forthwith be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d)canceled. No interest will be paid or accrued on any Merger Consideration, any cash payment in lieu Consideration payable to holders of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) Certificates or any Regular DistributionBook-Entry Shares. In the event of a transfer of ownership of Partnership Units that shares of Company Common Stock which is not registered in the transfer records of the Partnership or Company, the Merger Consideration, as applicable, and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units Consideration may be paid issued to a transferee, transferee if the Certificate representing such Partnership Units shares of Company Common Stock is presented to the Exchange AgentPaying Agent (or in the case of Book-Entry Shares, and upon adherence to the applicable procedures set forth in the letter of transmittal), accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance by evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payablepaid. Until such required documentation has been delivered and Certificates, if any, have been surrendered, surrendered as contemplated by this Section 3.33.2, each Certificate will and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect Consideration or the right to demand to be paid the “fair value” of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to the shares represented thereby as contemplated by Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributions3.3.

Exchange Procedures. Promptly after the Merger 1 Effective TimeTime (and in any event within three business days thereafter), Parent will instruct the Surviving Company shall cause the Exchange Agent to mail to each record holder of Partnership Units as record of the Effective Time Shares (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders of Book-Entry UnitsExcluded Shares) notice advising such holders of the effectiveness of Merger 1, including appropriate transmittal materials (i) a letter of transmittal (in form approved by the Company prior to the Closing, such approval not to be unreasonably withheld, delayed or conditioned), specifying that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will and Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 3.2(f)) or Book-Entry Shares, and instructions for surrendering the Certificates (or affidavits of loss in lieu of the Certificates) and Book-Entry Shares to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership prior to the Effective Time) (the “Letter of Transmittal”) and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting . Upon the surrender of a Certificate (or affidavit of loss in lieu of the Certificates Certificate as provided in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation Section 3.2(f)) or Book-Entry Share to the Exchange Agent together in accordance with the terms of such letters transmittal materials, the holder of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will Certificate or Book-Entry Share shall be entitled to receive upon surrender of the Certificates in exchange therefor (x) New Common Units representing, in the aggregate, the whole that number of New whole shares of Parent Class A Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration Stock that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were converted into the right to receive the Merger Consideration, shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to deliver as promptly as practicable after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) III and (y) a check in an the amount equal (after giving effect to the aggregate amount any required Tax withholdings) of the (A) any cash in lieu of fractional shares that such holder has the right is entitled to receive pursuant to Section 3.2(d) plus (B) any unpaid dividends or other distributions with a record date after the Merger 1 Effective Time theretofore paid with respect to such Partnership Units pursuant to Section 3.3(c) whole shares of Parent Class A Common Stock, and Section 3.3(d)the Certificate or Book-Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration, any cash payment amount payable upon due surrender of the Certificates (or affidavits of loss in lieu of fractional New Common Unitsthe Certificates, any Parent distributions payable pursuant to as provided in Section 3.3(c3.2(f)) or any Regular Distributionand Book-Entry Shares. In the event of a transfer of ownership of Partnership Units Shares that is not registered in the transfer records of the Partnership Company, the proper number of shares of Parent Class A Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate or the Merger Consideration, as applicable, Book-Entry Share and any Parent other dividends or distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units thereof, may be issued and/or paid to such a transferee, transferee if the Certificate or Book-Entry Shares formerly representing such Partnership Units Shares is presented to the Exchange Agent, and accompanied by all documents reasonably required to evidence and effect such transfer and the Person requesting such exchange will pay to the Exchange Agent in advance evidence that any applicable stock transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular Distributionsapplicable.

Exchange Procedures. Promptly after following the Effective Time, Parent will instruct Newco and the Exchange Surviving Corporation shall cause the Payment Agent to mail to each record holder of Partnership Units as record of the Effective Time Shares (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries and other than any holders Carry-Forward Share) as of Book-Entry Units) immediately prior to the Effective Time: (i) a letter of transmittal in customary form (specifying which shall specify that in respect of certificated Partnership Units, delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of a certificate or certificates (the Certificates to the Exchange Agent, and which will be in customary form and agreed to by Parent and the Partnership “Certificates”) that immediately prior to the Effective TimeTime represented outstanding Shares (excluding Cancelled Shares, Dissenting Shares and the Carry-Forward Share) (or effective affidavits of loss in lieu thereof) or transfer of Uncertificated Shares (excluding Cancelled Shares, Dissenting Shares and the “Letter of Transmittal”Carry-Forward Share) to the Payment Agent); and (ii) instructions (in customary form and agreed to by Parent and the Partnership prior to the Effective Time) for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration payable in respect of Partnership Units represented by such Certificates. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation thereof pursuant to the Exchange Agent together with such letters provisions of transmittal, properly completed and duly executed, and such other documents as may be reasonably required pursuant to such instructions, each holder who held Partnership Units immediately prior to the Effective Time (other than the Partnership and its Subsidiaries and Parent and its Subsidiaries) will be entitled to receive upon surrender of the Certificates therefor (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). Notwithstanding anything to the contrary contained in this Agreement, any Article I. Each holder of Book-Entry Units shall not be required to deliver an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration Shares that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Book-Entry Units, which at the Effective Time were have been converted into the right to receive the Merger ConsiderationConsideration shall be entitled to receive the Merger Consideration in respect of the Shares represented by a Certificate or Uncertificated Share, shall automatically upon (x) surrender to the Payment Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, or (y) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, from and after the Effective Time each such Certificate or Uncertificated Share shall represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of Article I. If Certificates or Uncertificated Shares are presented to the Surviving Corporation after the Effective Time for any reason, they shall be entitled to receivecanceled and exchanged for the Merger Consideration as provided for, and Parent in accordance with the procedures set forth in Article I. No interest shall cause be paid or accrued on the Exchange Agent to deliver as promptly as practicable cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. From and after the Effective Time, (x) New Common Units representing, in the aggregate, the whole number of New Common Units that such holder has the right to receive pursuant to Section 3.1(c) (after taking into account all Partnership Units then held by such holder) and (y) a check in an amount equal to the aggregate amount of the cash that such holder has the right to receive with respect to such Partnership Units pursuant to Section 3.3(c) and Section 3.3(d). No interest there will be paid or accrued no further registration of transfers on any Merger Consideration, any cash payment in lieu of fractional New Common Units, any Parent distributions payable pursuant to Section 3.3(c) or any Regular Distribution. In the event of a transfer of ownership of Partnership Units that is not registered in the transfer records of the Partnership or the Merger Consideration, as applicable, Surviving Corporation of Shares that were issued and any Parent distributions payable pursuant to Section 3.3(c) payable in respect of such Partnership Units may be paid to a transferee, if the Certificate representing such Partnership Units is presented outstanding immediately prior to the Exchange AgentEffective Time, and accompanied by all documents reasonably required other than transfers to evidence and effect such transfer and the Person requesting such exchange will pay reflect, in accordance with customary settlement procedures, trades effected prior to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration, in any name other than that of the record holder of such Partnership Units, or will establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.3, each Certificate will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and surrender the Merger Consideration, payable in respect of Partnership Units, and any cash or distributions to which such holder is entitled pursuant to Section 3.3(c), Section 3.3(d) and (without the necessity of such surrender) Regular DistributionsTime.