Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, but in any event within three business days thereafter, TopCo shall cause the Exchange Agent will distribute to mail to each former holder of record of Company Common StockStock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall otherwise be in customary form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any cash in lieu of fractional shares pursuant to Section 2.02(i) and any dividends or other distributions payable pursuant to Section 2.02(c) or Section 2.02(j). Each holder of record of Company Common Stock shall, upon surrender to the Exchange Agent for cancellation of one such Certificate (or more certificatesaffidavit of loss in lieu thereof as provided in Section 2.02(h)), accompanied by a duly executed together with such letter of transmittal transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror whole TopCo Common Stock into which Shares, CCRs and/or cash representing the Merger Consideration that such shares of Company Common Stock were converted holder has the right to receive pursuant to the Merger and this Article II, cash in lieu of any dividends or distributions related thereto which fractional TopCo Common Shares such former holder of Company Common Stock is entitled to receive pursuant to Section 2.02(i) and any dividends or other distributions such holder is entitled to receive pursuant to Section 2.02(c) or Section 2.02(j), and the provisions Certificate so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror ownership of Company Common Stock are to which is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar Taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror TopCo that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender that number of whole TopCo Common Shares, neither CCRs and/or cash representing the Exchange Agent nor Merger Consideration that such holder has the right to receive pursuant to this Article II, cash in lieu of any party hereto will be liable fractional TopCo Common Shares such holder is entitled to receive pursuant to Section 2.02(i) and any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or other distributions thereon delivered such holder is entitled to a public official receive pursuant to Section 2.02(c) or Section 2.02(j). No interest shall be paid or will accrue on any applicable escheat Lawconsideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the fifth business day following the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common StockShares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon surrender delivery of the Shares to the Exchange Agent Agent) and (ii) instructions for use in effecting the surrender of the Shares in exchange for, as applicable, cash Merger Consideration, certificates representing whole Common Units (or appropriate alternative arrangements shall be made by Parent if uncertificated Common Units will be issued), cash in lieu of any fractional Common Units pursuant to Section 2.1(d) and any distributions payable pursuant to Section 2.3(c). Upon surrender of Shares for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal 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 Shares shall be entitled to receive in exchange therefor, as applicable, that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror whole Common Stock Units (after taking into account all Shares surrendered by such holder) to which such shares of Company Common Stock were converted holder is entitled pursuant to the Section 2.1 and payment by cash or check of that amount of cash Merger and any dividends or distributions related thereto Consideration to which such former holder is entitled pursuant to Section 2.1, that amount of Company cash in lieu of fractional Common Stock Units which such holder is entitled to receive pursuant to Section 2.1(d) and any distributions payable pursuant to Section 2.3(c), and the provisions of this Article IIIShares so surrendered shall forthwith be cancelled. If shares of Acquiror Common Stock are any cash payment is to be issued made to, or any Common Units constituting any part of the Merger Consideration is to be registered in the name of, a Person person other than the Person person in whose name the applicable surrendered certificate or certificates are Share is registered, it will shall be a condition of issuance of Acquiror Common Stock to the payment or registration thereof that the surrendered certificate or certificates shall Share be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person person requesting such payment shall or delivery of the Merger Consideration pay any transfer or other similar Taxes required by reason as a result of such registration in the issuance name of Acquiror Common Stock to a Person person other than the registered holder of the surrendered certificate such Share or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.1(d) or Section 2.3(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(d) or Section 2.3(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the fifth business day following the Effective Time, ETP shall cause the Exchange Agent will distribute to mail to each former holder of Company Common StockShares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon surrender delivery of the Shares to the Exchange Agent Agent) and (ii) instructions for use in effecting the surrender of the certificates or book-entry notations representing Shares (in each case, “Certificates”) in exchange for, as applicable, cash Merger Consideration, certificates representing whole Common Units (or book-entry notations, if uncertificated Common Units will be issued), cash in lieu of any fractional Common Units pursuant to Section 2.1(d) and any distributions payable pursuant to Section 2.3(c). Upon surrender of Certificates for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal 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 Shares shall be entitled to receive in exchange therefor, as applicable, that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror whole Common Stock Units (after taking into account all Shares surrendered by such holder) to which such shares of Company Common Stock were converted holder is entitled pursuant to the Section 2.1 and payment by cash or check of that amount of cash Merger and any dividends or distributions related thereto Consideration to which such former holder is entitled pursuant to Section 2.1, that amount of Company cash in lieu of fractional Common Stock Units which such holder is entitled to receive pursuant to Section 2.1(d) and any distributions payable pursuant to Section 2.3(c) to which such holder is entitled, and the provisions of this Article IIIShares represented by the Certificates so surrendered shall forthwith be cancelled. If shares of Acquiror Common Stock are any cash payment is to be issued made to, or any Common Units constituting any part of the Merger Consideration is to be registered in the name of, a Person person other than the Person person in whose name the applicable surrendered certificate or certificates are Share is registered, it will shall be a condition of issuance of Acquiror Common Stock to the payment or registration thereof that the surrendered certificate or certificates shall Certificate be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person person requesting such payment shall or delivery of the Merger Consideration pay any transfer or other similar Taxes required by reason as a result of such registration in the issuance name of Acquiror Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 2.3(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.1(d) or Section 2.3(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(d) or Section 2.3(c).

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within five (5) Business Days thereafter), Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company record of Certificates (other than Excluded Shares or any holder of a Certificate who properly made and did not revoke a Mixed Election, a Cash Election or a Stock Election pursuant to Section 4.3) a letter of transmittal in customary form advising such holder of the effectiveness of the Merger and the conversion of its Shares into the right to receive the Merger Consideration, and specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(g)) and instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(g)). Each holder of a Certificate who properly made and did not revoke a Mixed Election, a Cash Election or a Stock Election pursuant to Section 4.3 shall be entitled to receive in exchange therefor the Mixed Election Consideration, the Cash Election Consideration or the Stock Election Consideration, as applicable, for each Share formerly represented by such Certificate, any dividends or other distributions payable pursuant to Section 4.2(c) and cash in lieu of any fractional shares of Series C Common StockStock payable pursuant to Section 4.2(e), and the Certificate so surrendered shall forthwith be cancelled. Each holder of a Certificate representing Non-Electing Shares, upon the surrender of such Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent in accordance with the terms of such transmittal materials, shall be entitled to receive in exchange therefor the Mixed Election Consideration for cancellation each Non-Electing Share formerly represented by such Certificate, any dividends or other distributions payable pursuant to Section 4.2(c) and cash in lieu of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced fractional shares of Company Series C Common StockStock payable pursuant to 4.2(e), certificates evidencing and the appropriate Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the proper number of shares of Acquiror Series C Common Stock into which such shares in uncertificated form, together with a check for any cash to be paid upon due surrender of Company Common Stock were converted pursuant to the Merger Certificate and any other dividends or distributions related thereto which in respect thereof, may be issued and/or paid to such former holder of Company Common Stock a transferee if the Certificate formerly representing such Shares is entitled to receive pursuant presented to the provisions of this Article IIIExchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. If any shares (or evidence of Acquiror shares in book-entry form) of Series C Common Stock are to be issued to a Person name other than that in which the Person Certificate surrendered in whose name the surrendered certificate or certificates are exchange therefor is registered, it will shall be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and such exchange that the Person requesting such payment exchange shall pay any stock transfer or other Taxes required by reason of the issuance of Acquiror shares (or evidence of shares in book-entry form) of Series C Common Stock to in a Person name other than that of the registered holder of the surrendered certificate Certificate surrendered, or certificates or such Person shall establish to the satisfaction of Acquiror Parent or the Exchange Agent that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding For the foregoingpurposes of this Agreement, neither the Exchange Agent nor term “Person” shall mean any party hereto will be liable to individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any former holder of Company Common Stock for any Acquiror Common Stock kind or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawnature.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent shall cause the Exchange Agent will distribute to transmit (or mail in the case of certificated Shares) to each former holder of Company Common StockShares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon surrender delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Shares in exchange for whole shares of Company Parent Common Stock, certificates evidencing the appropriate number cash in lieu of any fractional shares of Acquiror Parent Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger Section 3.1(d) and any dividends or other distributions related thereto payable pursuant to Section 3.2(c). Upon surrender of Shares for cancellation and exchange 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 Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such former holder is entitled pursuant to Section 3.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by check in lieu of Company fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 3.1(d) and any dividends or distributions payable pursuant to Section 3.2(c), and the provisions of this Article IIIShares so surrendered shall forthwith be cancelled. If shares any portion of Acquiror Common Stock are the Merger Consideration is to be issued to registered in the name of a Person other than the Person in whose name the applicable surrendered certificate or certificates are Share is registered, it will shall be a condition of issuance of Acquiror Common Stock to the registration thereof that the surrendered certificate or certificates shall Share be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall delivery of the Merger Consideration pay any transfer or other similar Taxes required by reason as a result of such registration in the issuance name of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate such Share or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 3.2(b), each Share shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 3.1(d) or Section 3.2(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 3.1(d) or Section 3.2(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stock, upon surrender record of a certificate or certificates which immediately prior to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and any such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock, and cash and dividends or distributions related thereto other distributions, if any, which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Acquiror Parent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes (as defined in Section 10.03) required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender shares of Parent Common Stock and cash and dividends or other distributions, neither if any, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II. Parent shall pay the charges and expenses of the Exchange Agent nor any party hereto will be liable to any former holder in connection with the exchange of Company Certificates for certificates representing shares of Parent Common Stock for any Acquiror Common Stock or and cash or and dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawother distributions.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stocka Certificate (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in such form and have such other provisions as MCI WorldCom may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate, if it is a Certificate for cancellation of Sprint Capital Stock shall be entitled to receive in exchange therefor (A) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockapplicable MCI WorldCom Capital Stock representing, certificates evidencing in the appropriate aggregate, the whole number of shares of Acquiror Common Stock into which that such shares of Company Common Stock were converted holder has the right to receive pursuant to Section 1.8, and (B) a check in the Merger and any dividends or distributions related thereto which amount equal to the cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III. If II including cash in lieu of any fractional shares of Acquiror Common applicable MCI WorldCom Capital Stock are pursuant to Section 2.5 and any dividends or other distributions pursuant to Section 2.3, and in each case the Certificate so surrendered shall forthwith be canceled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of Sprint Capital Stock which is not registered in the transfer records of Sprint, one or more shares of applicable MCI WorldCom Capital Stock evidencing, in the aggregate, the proper number of shares of applicable MCI WorldCom Capital Stock and a check in the proper amount of cash in lieu of any fractional shares of applicable MCI WorldCom Capital Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be issued with respect to such Sprint Capital Stock to such a Person other than transferee if the Person in whose name Certificate representing such shares of Sprint Capital Stock is presented to the surrendered certificate or certificates are registeredExchange Agent, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed accompanied by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for all documents required to evidence and effect such transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror evidence that any such Tax has applicable stock transfer taxes have been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawpaid.

Exchange Procedures. Promptly As soon as reasonably practicable and in any event within ten (10) business days after the Effective Time, the Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate (i) a letter of transmittal (which shall (A) include a form of election by which each such holder may elect to receive the merger consideration to which such holder is entitled in the form of Parent ADSs or Parent Ordinary Shares in registered form and (B) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for cancellation effecting the surrender of one or more certificatesthe Certificates in exchange for Parent ADRs (plus cash in lieu of fractional shares, accompanied by a duly executed letter if any, of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger Parent ADSs and any dividends or distributions related thereto as provided below) or certificates representing Parent Ordinary Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Parent ADR representing that number of whole Parent ADSs or a certificate representing that number of Parent Ordinary Shares which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c), and the Certificate so surrendered shall immediately be cancelled. If shares In the event of Acquiror a transfer of ownership of Company Common Stock are which is not registered in the transfer records of the Company, a Parent ADR representing the proper number of Parent ADSs or a certificate representing the proper number of Parent Ordinary Shares issuable in exchange therefor pursuant to this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be issued or paid to a Person person other than the Person person in whose name the Certificate so surrendered certificate is registered, if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Parent ADR representing Parent ADSs or certificates are registered, it will be a condition representing Parent Ordinary Shares plus cash in lieu of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer fractional shares pursuant to Section 2.2(e) and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official then payable pursuant to any applicable escheat LawSection 2.2(c) as contemplated by this Section 2.2.

Exchange Procedures. Promptly The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute to each former holder of Company Common Stock, upon surrender to record of Certificates that immediately before the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c) (Conversion of Company Common Stock), (i) a letter of transmittal (which shall specify that delivery shall be effected and risk of loss and title to the Certificates shall pass only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by the Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) the Merger Consideration pursuant to Section 2.01(c) (Conversion of Company Common Stock) and (y) any dividends or other distributions related thereto which such former holder payable pursuant to Section 2.02(i), if applicable, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is entitled to receive pursuant to not registered in the provisions transfer records of this Article III. If the Company, payment may be made and shares of Acquiror Common Stock are to may be issued to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Surviving Corporation that any such Tax has been paid or is not applicable. Notwithstanding Subject to the foregoinglast sentence of Section 2.02(c) (No Further Ownership Rights in Company Common Stock), neither until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Exchange Agent nor any party hereto will be liable Effective Time to any former holder represent only the right to receive upon such surrender (x) the Merger Consideration into which the shares of Company Common Stock for theretofore represented by such Certificate have been converted pursuant to Section 2.01(c) (Conversion of Company Common Stock) and (y) any Acquiror Common Stock or cash or dividends or other distributions thereon delivered to a public official payable pursuant to Section 2.02(i), if applicable. No interest shall be paid or accrue on any applicable escheat Lawcash payable upon surrender of any Certificate.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeTime of the Merger, and to the extent not previously distributed in connection with the Distribution, ITC shall cause the Exchange Agent will distribute to each former mail to any holder of Company record of outstanding TransCo Common Stock, upon surrender Units whose TransCo Common Units were converted into the right to receive a portion of the Merger Consideration pursuant to Section 1.09(a); (a) a letter of transmittal and (b) instructions for use in effecting the exchange of any TransCo Common Units for Merger Consideration. Upon delivery to the Exchange Agent for cancellation of one or more certificatesthe letter of transmittal, accompanied by a duly executed letter and such other documents as may reasonably be required by the Exchange Agent, the holder of transmittal such TransCo Common Units shall be entitled to receive in exchange therefor that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror ITC Common Stock (after taking into which account all TransCo Common Units exchanged by such shares of Company Common Stock were converted pursuant to holder) that such holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIII, payment by cash or check in lieu of fractional shares of ITC Common Stock which such holder is entitled to receive pursuant to Section 1.13 and any dividends or other distributions payable pursuant to Section 1.14. If shares any portion of Acquiror Common Stock are the Merger Consideration is to be issued to registered in the name of a Person other than the Person in whose name the surrendered certificate or certificates are applicable TransCo Common Units is registered, it will shall be a condition of issuance of Acquiror Common Stock to the registration thereof that the surrendered certificate or certificates shall applicable TransCo Common Units to be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise exchanged be in proper form for transfer and that the Person person requesting such payment shall delivery of the applicable portion of the Merger Consideration pay any and all transfer or and other similar Taxes required by reason to be paid as a result of such registration in the issuance name of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate such TransCo Common Units or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has Taxes have been paid or is are not applicablepayable. Notwithstanding Until exchanged as contemplated by this Section 1.11, any TransCo Common Units shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such exchange the applicable portion of the Merger Consideration as contemplated by this Section 1.11 and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 1.13. No interest shall be paid or accrue on the Merger Consideration or any applicable escheat Lawcash payable upon exchange of any TransCo Common Units.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company Common Stockrecord of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for cancellation effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Certificates in exchange for shares of Company Parent Common Stock or Parent Series A Preferred Stock, certificates evidencing as the appropriate number case may be, (plus cash in lieu of shares fractional shares, if any, of Acquiror Parent Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and and, any dividends or distributions related thereto on either Parent Common Stock or Parent Series A Preferred Stock, as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock or Parent Series A Preferred Stock, as the case may be, which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c), and the Certificate so surrendered shall immediately be cancelled. If In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the Company, shares of Acquiror Parent Common Stock are or Parent Series A Preferred Stock, as the case may be, pursuant to Section 2.1(c) and (d) plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be issued or paid to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the any applicable stock transfer taxes have been paid. Until surrendered certificate or certificates as contemplated by this Section 2.2, each Certificate shall be properly endorsed, with signatures guaranteed by a member firm deemed at any time after the Effective Time to represent only the right to receive upon such surrender shares of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Parent Common Stock or Parent Series A Preferred Stock, as the case may be, pursuant to Section 2.1(c) and (d) plus cash or in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions thereon delivered to a public official then payable pursuant to any applicable escheat LawSection 2.2(c) as contemplated by this Section 2.2.

Exchange Procedures. Promptly after the Effective Time (and in any event within five Business Days thereafter), the Exchange Agent shall mail to each holder of record of Shares represented by a Certificate (other than holders of Excluded Shares) or Uncertificated Shares (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(g)) or Uncertificated Shares to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company 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 (or such other evidence, if any, as the Exchange Agent may reasonably request)) to the Exchange Agent. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(g)) to the Exchange Agent in 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 Certificate or Uncertificated Share shall be entitled to receive in exchange therefor non-certificated shares of Parent Common Stock in book-entry form and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 2.2(e) and any dividends or other distributions pursuant to Section 2.2(c), less 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 or Uncertificated Shares, each Certificate and Uncertificated Share shall be deemed, from and after the Effective Time, to represent only the Exchange Agent will distribute right to each former holder receive shares of Company Parent Common StockStock (and cash in lieu of any fractional share of Parent Common Stock pursuant to Section 2.2(e)). In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the applicable portion of Merger Consideration to be exchanged upon due surrender of the Certificate or Uncertificated Share pursuant to Section 2.1(a) may be issued and paid to such transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent for cancellation of one or more certificatesAgent, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which all documents required to evidence and effect such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror evidence that any such Tax has applicable stock transfer Taxes have been paid or is are not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.

Exchange Procedures. Promptly As soon as possible after the Company Merger Effective TimeTime (but in any event within three (3) Business Days thereafter), Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stock, upon surrender record of a Certificate or Certificates that immediately prior to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Merger Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c): (i) a letter of transmittal (a “Letter of Transmittal”) which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass to the Exchange Agent only upon proper delivery of the Certificates to the Exchange Agent, which Letter of Transmittal shall be in such form and have such other customary provisions as Parent and the Company may reasonably agree upon, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger and any dividends or distributions related thereto Consideration into which such former holder the number of shares of Company Common Stock is previously represented by such Certificate shall have been converted pursuant to this Agreement, together with any amounts payable in respect of the Fractional Share Consideration in accordance with Section 3.7 and dividends or other distributions on shares of Parent Common Stock in accordance with Section 3.3(e). Upon surrender of a Certificate to the Exchange Agent, or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration payable in respect of the shares of Company Common Stock previously represented by such Certificate pursuant to the provisions of this Article III. If , plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.7 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of Acquiror Parent Common Stock are in accordance with Section 3.3(e) to be issued mailed or delivered by wire transfer, within three (3) Business Days following the later to occur of (A) the Company Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate so surrendered shall be forthwith cancelled. 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 customary exchange practices. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror Common Stock payment to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 3.3, each Certificate shall be deemed, at any time after the foregoingCompany Merger Effective Time, neither to represent only the Exchange Agent nor right to receive, upon such surrender, the Merger Consideration as contemplated by this Article III. No interest shall be paid or accrue on any party hereto will be liable cash payable upon surrender of any Certificate or in respect of Book-Entry Shares on the Merger Consideration or the Fractional Share Consideration payable upon the surrender of the Certificates or Book-Entry Shares or on any distributions to any former holder which holders of Company Common Stock for any Acquiror Common Stock such Certificates or cash or dividends or distributions thereon delivered to a public official Book-Entry Shares are entitled pursuant to any applicable escheat LawSection 3.3(e) hereof.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Duke Common Stock or Cinergy Common Stock (the "Certificates") whose shares were converted into the right to receive shares of Company Common StockStock pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Duke and Cinergy may reasonably specify) and (ii) instructions for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced use in surrendering the Certificates in exchange for certificates representing whole shares of Company Common Stock, certificates evidencing cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or other distributions payable pursuant to Section 2.02(c). Upon surrender of a Certificate for cancellation to the appropriate Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefore a certificate representing that number of shares of Acquiror Common Stock into which such whole shares of Company Common Stock were converted pursuant to that such holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Company Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Duke Common Stock or Cinergy Common Stock that is not registered in the transfer records of Duke or Cinergy, as the case may be, a certificate representing the proper number of shares of Acquiror Company Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Company Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Company that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the foregoingDuke Effective Time or the Cinergy Effective Time, neither as the Exchange Agent nor case may be, to represent only the right to receive upon such surrender the Merger Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any party hereto will be liable to any former holder fractional share of Company Common Stock for any Acquiror Duke Common Stock or Cinergy Common Stock, as the case may be, in accordance with Section 2.02(e). No interest shall be paid or will accrue on the Merger Consideration or any cash or dividends or distributions thereon delivered payable to a public official holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.

Exchange Procedures. Promptly after the Effective TimeTime (and in any event within three (3) Business Days thereof), the Parent shall cause the Exchange Agent will distribute to mail to each former holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company Common Stockmay reasonably agree, upon and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(g)) in exchange for the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu thereof as provided in Section 4.2(g)) to the Exchange Agent for cancellation in accordance with the terms of one or more certificates, accompanied by a duly executed such letter of transmittal transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into (rounded down to the nearest whole share) which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article III. If IV (after taking into account all the shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock then held by such holder under all such Certificates so surrendered), cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 4.2(e), and any dividends or other distributions to which such holder is entitled pursuant to Section 4.2(c). No interest will be paid or will accrue on any cash payable pursuant to Section 4.2(c) or 4.2(e). The Exchange Agent shall forthwith cancel the Certificates so surrendered. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and a check for any Acquiror Common Stock or cash or dividends or distributions thereon delivered factional shares to a public official pursuant be exchanged upon due surrender of the Certificate may be issued to such transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable escheat Lawstock transfer taxes have been paid or are not applicable.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, but no later than two days thereafter, the Exchange Agent will distribute shall mail to each former holder of Company record of a Certificate or Common StockStock Option whose shares or options were converted into the Merger Consideration pursuant to Section 2.1 of this Agreement, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Common Stock Options, as applicable, shall pass, only upon surrender delivery of the Certificates or Common Stock Options to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Common Stock Options in exchange for the Merger Consideration. Upon surrender of a Certificate or Common Stock Option for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate or Common Stock Option shall be entitled to receive in exchange therefor a Parent certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which issuable to such shares of Company Common Stock were converted holder pursuant to the Merger and any Merger, the Cash Payment payable to such holder, a Parent certificate representing that number of CVRs that correspond to the number of whole shares of Parent Common Stock issuable to such holder pursuant to the Merger, certain dividends or other distributions related thereto which in accordance with Section 2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e) that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate or Common Stock Option so surrendered shall forthwith be cancelled. If The Cash Payment and any other cash distributions made in accordance with Section 2.2(c) and 2.2(e) shall be paid by check or wire transfer. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Acquiror Parent Common Stock are to may be issued to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment issuance shall pay any transfer or other Taxes non-income taxes required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Certificate or Common Stock Option shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, neither the Exchange Agent nor any party hereto and, if applicable, certain dividends or other distributions in accordance with Section 2.2(c). No interest will be liable paid or will accrue on any cash payable to any former holder holders of Company Certificates or Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Options pursuant to any applicable escheat Lawthe provisions of this Article II.

Exchange Procedures. Promptly after the Effective Time, but in any event no later than five business days thereafter, the Exchange Agent will distribute shall mail to each former holder of Company Common Stockrecord of a Certificate whose shares were converted into the Merger Consideration, pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Discount and Hi/Lo may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a Discount Certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Discount Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Hi/Lo Common Stock which is not registered in the transfer records of Hi/Lo, a Discount Certificate representing the proper number of shares of Acquiror Discount Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes nonincome taxes required by reason of the issuance of Acquiror shares of Discount Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Discount that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender Discount Certificates representing the number of whole shares of Discount Common Stock into which the shares of Hi/Lo Common Stock formerly represented by such Certificate have been converted, neither the Exchange Agent nor certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any party hereto fractional share in accordance with Section 2.2(e). No interest will be liable paid or will accrue on any cash payable to any former holder holders of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common StockShares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon surrender delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Shares in exchange for certificates representing whole shares of Company Parent Common Stock, certificates evidencing the Stock (or appropriate number of alternative arrangements shall be made by Parent if uncertificated shares of Acquiror Parent Common Stock into which such will be issued), cash in lieu of any fractional shares of Company Parent Common Stock were converted pursuant to the Merger Section 2.1(d) and any dividends or other distributions related thereto payable pursuant to Section 2.2(c). Upon surrender of Shares 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 Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such former holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of Company fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the provisions of this Article IIIShares so surrendered shall forthwith be cancelled. If shares any portion of Acquiror Common Stock are the Merger Consideration is to be issued to registered in the name of a Person person other than the Person person in whose name the applicable surrendered certificate or certificates are Share is registered, it will shall be a condition of issuance of Acquiror Common Stock to the registration thereof that the surrendered certificate or certificates shall Share be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person person requesting such payment shall delivery of the Merger Consideration pay any transfer or other similar Taxes required by reason as a result of such registration in the issuance name of Acquiror Common Stock to a Person person other than the registered holder of the surrendered certificate such Share or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(d) or Section 2.2(c).

Exchange Procedures. Promptly after (i) As promptly as practicable following the Effective TimeTime (but in no event later than two (2) Business Days thereafter), Parent or the Surviving Entity shall cause the Exchange Agent will distribute to mail (and to make available for collection by hand) (A) to each former holder of record of a Certificate evidencing Company Common Stock, (x) a letter of transmittal (a “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass only upon surrender proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent Agent, and which Letter of Transmittal shall be in such form and have such other provisions as the Surviving Entity may reasonably specify, and (y) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate Certificates in exchange for the Merger Consideration into which the number of shares of Acquiror Common Stock into which such shares of Company Common Stock were previously represented by such Certificate shall have been converted pursuant to the Merger and this Agreement, together with any amounts payable in respect of dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If on shares of Acquiror Parent Common Stock are to be issued to a Person other than Shares in accordance with Section 3.3(d) (which instructions shall provide that, at the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm election of the New York Stock Exchange or a bank chartered under the Laws of the United Statessurrendering holder, (1) Certificates may be surrendered by hand delivery or otherwise or (2) the Merger Consideration in proper form for transfer and that the Person requesting such payment shall pay exchange therefor, together with any transfer or other Taxes required by reason amounts payable in respect of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered on shares of Parent Common Shares in accordance with Section 3.3(d), may be collected by hand by the surrendering holder or by check or wire transfer to a public official the surrendering holder), (B) to each holder of an In-The-Money Company Option, written evidence representing an option to acquire shares of Parent Common Shares in an amount due and payable to such holder pursuant to any applicable escheat LawSection 3.4(a) in respect of such Company Option, (C) to each holder of a share of Company Restricted Stock, shares of Parent Common Shares in an amount due and payable to such holder pursuant to Section 3.4(b) in respect of such share of Company Restricted Stock, and (D) to each holder of a Company Phantom Share, shares of Parent Common Shares in an amount due and payable to such holder pursuant to Section 3.4(b) in respect of such Company Phantom Share.

Exchange Procedures. Promptly after the Effective Time, but in no event later than ten days thereafter, the Surviving Entity shall cause the Exchange Agent will distribute to mail or deliver to each former person who was, immediately prior to the Effective Time, a holder of Company record of NAL Common StockStock a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Old Certificates shall pass, only upon proper delivery of such certificates to the Exchange Agent) containing instructions for use in effecting the surrender of Old Certificates in exchange for the consideration to which such person may be entitled pursuant to this Article III. Upon surrender to the Exchange Agent of an Old Certificate for cancellation of one or more certificates, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares duly executed and completed in accordance with the instructions thereto, the holder of Company Common Stocksuch Old Certificate shall promptly be provided in exchange therefor, certificates evidencing but in no event later than ten business days after due surrender, a New Certificate and a check in the appropriate number of shares of Acquiror Common Stock into amount to which such shares of Company Common Stock were converted holder is entitled pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III, and the Old Certificate so surrendered shall forthwith be canceled. If shares of Acquiror Common Stock are No interest will accrue or be paid with respect to any cash or other property to be issued to a Person other than delivered upon surrender of any Old Certificates. Each of FNFG and the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates Surviving Entity shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United Statesentitled to deduct and withhold, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither cause the Exchange Agent nor any party hereto will be liable to deduct and withhold, from the consideration otherwise payable pursuant to this Agreement to any former holder of Company NAL Common Stock such amounts as it may be required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by FNFG, the Surviving Entity or the Exchange Agent, as the case may be, the withheld amounts shall be treated for any Acquiror all purposes of this Agreement as having been paid to the holders of NAL Common Stock in respect of which the deduction and withholding was made by FNFG, the Surviving Entity or cash the Exchange Agent, as the case may be, and such amounts shall be delivered by FNFG, the Surviving Entity or dividends or distributions thereon delivered the Exchange Agent, as the case may be, to a public official pursuant to any the applicable escheat Lawtaxing authority.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of IXC Common Stock, IXC 7 1/4% Preferred Stock or IXC 6 3/4% Preferred Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as CBI may reasonably specify) and (ii) instructions for cancellation use in surrendering the Certificates in exchange for certificates representing the Merger Consideration. Upon surrender of one or more certificatesa Certificate for cancelation to the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company CBI Common Stock, certificates evidencing CBI 7 1/4% Preferred Stock or CBI 6 3/4% Preferred Stock that such holder has the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of CBI Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of IXC Common Stock, IXC 7 1/4% Preferred Stock or XXX 0 0/0% Xxxxxxxxx Xxxxx that is not registered in the transfer records of IXC, a certificate representing the proper number of shares of Acquiror CBI Common Stock, CBI 7 1/4% Preferred Stock are to or CBI 6 3/4% Preferred Stock, as applicable, may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of CBI Common Stock, CBI 7 1/4% Preferred Stock or CBI 6 3/4% Preferred Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror CBI that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, neither the Exchange Agent nor certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any party hereto will be liable to any former holder fractional share of Company CBI Common Stock for in accordance with Section 2.02(e). No interest shall be paid or will accrue on any Acquiror Common Stock or cash or dividends or distributions thereon delivered payable to a public official holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.

Exchange Procedures. (i) Promptly after the Effective Time, Menlo shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a certificate or certificates which immediately prior to the Effective Time represented outstanding Foamix Shares (the “Certificates”) or Book Entry Shares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Menlo may reasonably specify), (ii) instructions for cancellation use in effecting the surrender of one or more certificatesthe Certificates in exchange for the Merger Consideration, accompanied by a duly executed letter cash in lieu of transmittal that theretofore evidenced any fractional shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger Section 2.1(f) and any dividends or other distributions related thereto payable pursuant to Section 2.2(c), and (iii) a duly completed and validly executed declaration and/or Qualified Tax Certificate (or such other forms as may be required under any applicable Tax law, the 104H Tax Ruling, the 104H Interim Ruling, and each in such form as may be reasonably requested by the Exchange Agent, or such forms as prescribed in the Withholding Tax Ruling) in which the beneficial owner of Foamix Shares provides certain information necessary for the Exchange Agent to determine whether any amounts need to be withheld from the consideration payable or otherwise deliverable to such beneficial owner hereunder pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling). Upon (A) in the case of Foamix Shares represented by a Certificate, the surrender of such certificate for cancellation to the Exchange Agent; or (B) in the case of Book-Entry Shares, the receipt of an “agent’s message” by the Exchange Agent, in each case together with the letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, including a duly completed and validly executed declaration and/or Qualified Tax Certificate or such other forms as may be required under any applicable Tax law, the 104H Tax Ruling, the 104H Interim Ruling, or such forms as prescribed in the Withholding Tax Ruling, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates or Book Entry Shares, as applicable, shall be entitled to receive in exchange therefor such number of whole shares of Menlo Common Stock to which such former holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book-entry form), payment, subject to any applicable withholding tax pursuant to Section 2.2(h), in lieu of Company Common Stock fractional shares which such holder is entitled to receive pursuant to Section 2.1(f), any dividends or distributions payable pursuant to Section 2.2(c) and Contingent Stock Rights, and the provisions Certificates so surrendered shall forthwith be cancelled. The Contingent Stock Rights shall not be evidenced by a certificate or other instrument. In the event of this Article III. If shares a transfer of Acquiror Common ownership of Foamix Shares which is not registered in the transfer records of Foamix, certificates representing the proper amount of Merger Consideration (including, for the avoidance of doubt, payment in the form of or with respect to the Contingent Stock are to Rights) may be issued to a Person (as defined in Section 8.14(vv)) other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Menlo Common Stock and Contingent Stock Rights to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Menlo that any such Tax tax has been paid or is not applicableapplicable and subject to the provisions of Section 2.2(h). Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.1(f) or Section 2.2(c)) upon such surrender No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(f) or Section 2.2(c).

Exchange Procedures. Promptly (a) As promptly as practicable after the Effective Time, but in no event later than ten (10) days thereafter, Parent shall cause the Exchange Agent will distribute to mail to each former person who was, immediately prior to the Effective Time, a holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Old Certificates representing shares of Company Common Stock were that have been converted at the Effective Time into the right to receive the Merger Consideration pursuant to Article I, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates shall pass, only upon proper delivery of the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the consideration for certificates representing the number of whole Parent Common Shares, any cash in lieu of fractional shares and the cash portion of the Merger and Consideration which shares of Company Common Stock represented by such Old Certificate or Old Certificates shall have been converted into the right to receive pursuant to this Agreement, as well as any dividends or distributions related thereto to be paid pursuant to Section 2.2(b). From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed letter of transmittal duly executed, the holder of such Old Certificate or Old Certificates shall be entitled to receive in exchange therefor, as applicable, (i) a New Certificate representing that number of whole Parent Common Shares to which such former holder of Company Common Stock is 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 Merger Consideration which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article III. If II, (B) any cash in lieu of fractional shares of Acquiror Common Stock are which such holder has the right to be issued to a Person other than the Person receive in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm respect of the New York Stock Exchange Old Certificate or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the Old Certificates surrendered certificate or certificates or such Person shall establish pursuant to the satisfaction provisions of Acquiror that this Article II and (C) any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered which the holder thereof has the right to a public official receive pursuant to this Section 2.2, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued with respect to any applicable escheat Lawproperty to be delivered upon surrender of Old Certificates. Until surrendered as contemplated by this Section 2.2, each Old Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender, the Merger Consideration and any cash in lieu of fractional shares or in respect of dividends or distributions as contemplated by this Section 2.2.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in customary form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the Stock Consideration portion of the Merger Consideration and cash representing the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the Merger and any dividends or distributions related thereto which such former holder provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered and (B) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article III. If II, including for the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Acquiror Parent Common Stock are to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, (w) a certificate representing the proper number of shares of Parent Common Stock, (x) a check for the Cash Consideration portion of the Merger Consideration, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that if, upon presentation to the surrendered certificate or certificates Exchange Agent, such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror the Exchange Agent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration, neither any dividends or other distributions to which the Exchange Agent nor holder of such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of any party hereto fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). No interest will be liable paid or will accrue on the Merger Consideration or on any cash payable to any former holder holders of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Certificates pursuant to any applicable escheat LawSection 2.02(c) or (e).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, but no later than five (5) business days after the Effective Time, Parent shall cause the Exchange Agent will distribute to transmit (or mail in the case of certificated shares of Company Common Stock) to each former holder of Company Common Stock, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to Company Common Stock shall pass, only upon surrender delivery of Company Common Stock to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing use in effecting the appropriate number of shares of Acquiror Common Stock into which such shares surrender of Company Common Stock were converted in exchange for whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock pursuant to the Merger Section 2.01(d) and any dividends or other distributions related thereto which payable pursuant to Section 2.04(c). Upon surrender of certificates formerly representing Company Common Stock for cancellation and exchange 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 former holder of such Company Common Stock shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Company Common Stock surrendered by such holder) to which such holder is entitled pursuant to Section 2.01 (which shall be in uncertificated book-entry form unless a physical certificate is requested), payment by check or cash in lieu of fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.01(d) and any dividends or distributions payable pursuant to Section 2.04(c), and the provisions of this Article IIICompany Common Stock so surrendered shall forthwith be cancelled. If shares any portion of Acquiror Common Stock are the Merger Consideration is to be issued to registered in the name of a Person other than the Person in whose name the applicable surrendered certificate or certificates are Company Common Stock is registered, it will shall be a condition of issuance of Acquiror Common Stock to the registration thereof that the surrendered certificate or certificates shall Company Common Stock be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall delivery of the Merger Consideration pay any transfer or other similar Taxes required by reason as a result of such registration in the issuance name of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate such Company Common Stock or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicablepayable. Notwithstanding the foregoingUntil surrendered as contemplated by this Section 2.04(b), neither the Exchange Agent nor any party hereto will be liable to any former holder each share of Company Common Stock for shall be deemed at any Acquiror Common Stock or cash or dividends or distributions thereon delivered time after the Effective Time to a public official represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.01(d) or Section 2.04(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.01(d) or Section 2.04(c).

Exchange Procedures. Promptly (i) Within five business days after the Effective Time, Peoples shall instruct the Exchange Agent will distribute to mail to each former holder of Company record of an outstanding certificate or certificates which, as of the Effective Time, represented NB&T Financial Common StockShares (other than Treasury Shares and Dissenting Shares) (“Old Certificates”) or uncertificated shares (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the shares of Old Certificates shall pass, only upon surrender proper delivery of the Old Certificates, if applicable, or upon delivery of the letter of transmittal in the case of uncertificated shares, to the Exchange Agent Agent, and which shall be in customary form as directed by Peoples and reasonably acceptable to NB&T Financial, and (ii) instructions for cancellation use in effecting the surrender of one the Old Certificates, if applicable, or more certificatesthe letter of transmittal in exchange for the Merger Consideration. Upon the proper surrender of the Old Certificates, accompanied by if applicable, and a properly completed and duly executed letter of transmittal that theretofore evidenced to the Exchange Agent, and such other documents as may reasonably be required by Peoples or the Exchange Agent, the holders of such Old Certificates or uncertificated shares shall be entitled to receive the number of whole shares of Company Peoples Common Stock, certificates evidencing Shares that such holder has the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted right to receive pursuant to Section 3.01(a)(i) and a check in the Merger amount equal to the cash that such holder has the right to receive pursuant to Section 3.01(a)(ii) (including any cash in lieu of fractional shares, if any, that such holder has the right to receive pursuant to Sections 3.01 and 3.03, and any dividends or other distributions related thereto to which such former holder of Company Common Stock is entitled to receive pursuant to Section 3.02). Old Certificates so surrendered shall forthwith be canceled. Within ten days following receipt of the provisions properly completed letter of this Article IIItransmittal and any necessary accompanying documentation, the Exchange Agent shall distribute Peoples Common Shares and cash as provided herein. If there is a transfer of ownership of any shares of Acquiror NB&T Financial Common Stock are to Shares not registered in the transfer records of NB&T Financial, the Merger Consideration shall be issued to a Person other than the Person transferee thereof if the Old Certificates representing such NB&T Financial Common Shares are presented to the Exchange Agent, accompanied by all documents required, in whose name the surrendered certificate or certificates are registeredreasonable judgment of Peoples and the Exchange Agent, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for to evidence and effect such transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror evidence that any such Tax has applicable stock transfer taxes have been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawpaid.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in no event later than three Business Days following the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of record of a Certificate whose shares of Company Common StockStock were converted into the right to receive the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in customary form and contain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e). Each holder of record of one or more Certificates shall, upon surrender to the Exchange Agent for cancellation of one such Certificate or more certificatesCertificates, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor (i) the amount of cash to which such holder is entitled pursuant to Section 2.01(d), (ii) a certificate or certificates representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror whole Parent Common Stock Shares (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 2.01(d), (iii) any dividends or distributions payable pursuant to Section 2.02(c) and (iv) cash in lieu of any fractional shares payable pursuant to Section 2.02(e), and the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock were converted pursuant to which is not registered in the transfer records of the Company, payment of the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate transfer or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.Until surrendered as contemplated by this

Exchange Procedures. Promptly after HLTH shall prepare and mail along with the Effective TimeJoint Proxy Statement/Prospectus to each holder of record of HLTH Common Stock as of the record date for the HLTH Stockholders’ Meeting: (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such shares (together with any book-entry shares, the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Exchange Agent will distribute Agent) and (ii) instructions for use in effecting the surrender of the Certificates pursuant to each former holder such letter of Company transmittal, including instructions for use in effecting surrender of Certificates (or attaching affidavits of loss in lieu thereof) or non-certificated shares represented by book-entry. In addition, HLTH shall use its best efforts to make the letter of transmittal available to all Persons who become holders of HLTH Common Stock, upon Stock during the period between such record date and the date of the HLTH Stockholders’ Meeting. Upon surrender to the Exchange Agent of a Certificate for cancellation of one or more certificatescancellation, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of Company Common Stocksuch Certificate shall be entitled to receive in exchange therefor the Merger Consideration in the form of (i) a check in the amount equal to the cash, certificates evidencing the appropriate number of shares of Acquiror Common Stock into if any, which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article III. If III (including any cash in lieu of fractional shares of Acquiror WebMD Class A Common Stock), (ii) a certificate representing that number of whole shares of WebMD Class A Common Stock are which such holder has the right to receive in respect of the shares of HLTH Common Stock formerly represented by such Certificate (after taking into account all shares of HLTH Common Stock then held by such holder) and (iii) Merger Notes, if any, which such holder has the right to receive pursuant to Section 3.02, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 3.03, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon surrender the Merger Consideration in accordance with the terms of this Agreement with respect to the shares of HLTH Common Stock formerly represented thereby. In the event of a transfer of ownership of shares of HLTH Common Stock that is not registered in the transfer or stock records of HLTH, any cash to be paid upon, or shares of WebMD Class A Common Stock or Merger Notes to be issued to a Person other than upon, due surrender of the Person in whose name the surrendered certificate or certificates are registered, it will be a condition Certificate formerly representing such shares of issuance of Acquiror HLTH Common Stock that may be paid or issued, as the surrendered certificate or certificates shall be properly endorsedcase may be, with signatures guaranteed to the transferee if such Certificate is presented to the Exchange Agent, accompanied by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall pay any applicable stock transfer or other similar Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has have been paid or is are not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange and Paying Agent will distribute shall mail to each former holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding NU Common StockShares together with the associated NU Rights (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to this Article II, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange and Paying Agent and shall be in such form and have such other provisions as CEI and NU may reasonably specify) and (ii) instructions for cancellation use in surrendering the Certificates in exchange for the Merger Consideration. Appropriate adjustments to the exchange procedures set forth in this Section 2.04(b) will be made to account for NU Shareholders who have previously submitted Certificates pursuant to Section 2.02(b). Upon surrender of one or more certificatesa Certificate for cancelation to the Exchange and Paying Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange and Paying Agent, the holder of such Certificate shall be entitled to receive and the Exchange and Paying Agent shall deliver, as the case may be, in exchange therefor (i) a certificate representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such whole shares of Company Common Stock were converted (together with certain dividends or other distributions in accordance with Section 2.04(c), cash in lieu of fractional shares in accordance with Section 2.04(e) and any cash payable pursuant to Section 2.03) that such holder has the Merger and any dividends right to receive or distributions related thereto which (ii) the amount of cash that such former holder of Company Common Stock is entitled to receive receive, in each case pursuant to the provisions of this Article IIIII, and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of NU Common Shares and the associated NU Rights that is not registered in the transfer records of NU, a certificate representing the proper number of shares of Acquiror Company Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Company Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Company that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.04, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration, neither which the Exchange Agent nor holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.04(c) and cash in lieu of any party hereto will be liable to any former holder fractional shares of Company Common Stock for in accordance with Section 2.04(e). No interest shall be paid or will accrue on the Merger Consideration or any Acquiror Common Stock or cash or dividends or distributions thereon delivered payable to a public official holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in customary form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates (or evidence of shares in book-entry form) representing the Stock Consideration portion of the Merger Consideration and cash representing the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may be reasonably required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate (or evidence of shares in book-entry form) representing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the Merger and any dividends or distributions related thereto which such former holder provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Certificates so surrendered and (B) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article III. If II after taking into account all the shares of Acquiror Company Common Stock are then held by such holder under all such Certificates so surrendered, including for the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall then be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, (w) a certificate (or evidence of shares in book-entry form) representing the proper number of shares of Parent Common Stock, (x) a check for the Cash Consideration portion of the Merger Consideration, (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (z) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that if, upon presentation to the surrendered certificate or certificates Exchange Agent, such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror the Exchange Agent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration, neither any dividends or other distributions to which the Exchange Agent nor holder of such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of any party hereto fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). No interest will be liable paid or will accrue on the Merger Consideration or on any cash payable to any former holder holders of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Certificates pursuant to any applicable escheat LawSection 2.02(c) or (e).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, VeraSun shall cause the Exchange Agent will distribute to mail to each former holder of Company record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of US BioEnergy Common Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of VeraSun Common Stock in accordance with Section 2.02(e), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as VeraSun may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the Merger Consideration, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of VeraSun Common Stock in accordance with Section 2.02(e). Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror VeraSun Common Stock into which that such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of VeraSun Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of US BioEnergy Common Stock that is not registered in the transfer records of US BioEnergy, a certificate representing the proper number of shares of Acquiror VeraSun Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of VeraSun Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror VeraSun that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, neither the Exchange Agent nor certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any party hereto will be liable to any former holder fractional share of Company VeraSun Common Stock for in accordance with Section 2.02(e). No interest shall be paid or will accrue on any Acquiror Common Stock or cash or dividends or distributions thereon delivered payable to a public official holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.

Exchange Procedures. Promptly As promptly as reasonably practicable after the Effective Time, Parent and Sun Global shall cause the Exchange Paying Agent will distribute to mail to each former Person who was, as of immediately prior to the Effective Time, a holder of record of shares of Common Stock entitled to receive the Merger Consideration pursuant to Section 2.01(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented any such shares of Common Stock (each, a “Certificate”), if any, shall pass, only upon proper delivery of the Certificates or transfer of any such uncertificated shares of Common Stock (collectively, the “Uncertificated Shares”) to the Paying Agent and which shall otherwise be in customary form reasonably satisfactory to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Each holder of record of shares of Common StockStock shall, (x) upon surrender to the Exchange Paying Agent for cancellation of one or more certificatesany such Certificate, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, or (y) upon receipt of Company Common Stockan “agent’s message” by the Paying Agent (or such other evidence, certificates evidencing if any, of transfer as the appropriate Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor the amount of cash which the number of shares of Acquiror Common Stock previously represented by such Certificate or the Uncertificated Shares, as applicable, shall have been converted into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to Section 2.01(c), without any interest thereon and less any required withholding of taxes, and any Certificate so surrendered shall forthwith be canceled. In the provisions event of this Article III. If shares a transfer of Acquiror ownership of Common Stock are to which is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates Uncertificated Shares so transferred is registered if any such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other Taxes similar taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of the surrendered certificate such Certificate or certificates Uncertificated Shares or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered or transferred as contemplated by this Section 2.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of Company Common Stock for any Acquiror Common Stock such Certificate or cash or dividends or distributions thereon delivered to a public official Uncertificated Shares pursuant to this Article II and any applicable escheat Lawdeclared dividends with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article II.

Exchange Procedures. Promptly after the Effective Time, the Surviving Entity shall cause the Exchange Agent will distribute to mail to each former holder of record of one or more Certificates (a) a letter of transmittal that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, which letter shall be in customary form and have such other provisions as Parent may reasonably specify and which letter shall be reasonably acceptable to the Company Common Stock, upon prior to the Effective Time and (b) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Parent Common StockStock which shall be in uncertificated book-entry form unless a physical certificate is requested and which shall represent, certificates evidencing in the appropriate aggregate, the whole number of shares of Acquiror Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into which such account all shares of Company Common Stock were converted pursuant then held by such holder) and (ii) a check in the amount equal to any cash that such holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of Section 1.8 and this Article III. If II, consisting of the cash consideration pursuant to Section 1.8, cash in lieu of any fractional shares of Acquiror Parent Common Stock are Stock, as the case may be, pursuant to be issued Section 2.5 and dividends and other distributions pursuant to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it Section 2.3. No interest will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicablewill accrue on any cash payable pursuant to Section 1.8, Section 2.3 or Section 2.5. Notwithstanding In the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder event of a transfer of ownership of Company Common Stock for any Acquiror that is not registered in the transfer records of the Company, one or more shares of Parent Common Stock or evidencing, in the aggregate, the proper number of shares of Parent Common Stock and a check in the proper amount of any cash or consideration pursuant to Section 1.8, cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.5 and any dividends or other distributions thereon delivered to a public official which such holder is entitled pursuant to Section 2.3, may be issued with respect to such Company Common Stock, as the case may be, to such a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable escheat Lawstock transfer taxes have been paid.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of record of a Certificate whose shares of Company Common StockStock were converted into the right to receive the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). Each holder of record of a Certificate shall, upon surrender to the Exchange Agent for cancellation of one or more such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Exchange Agent, be entitled to receive in exchange therefor (x) uncertificated shares of Parent Common Stock registered on the stock transfer books of Parent in the name of such holder (the “Registered Parent Shares”) or, at the election of such holder, certificates, accompanied by a duly executed letter in each case representing that number of transmittal that theretofore evidenced whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article III. If II after taking into account all the shares of Acquiror Company Common Stock are then held by such holder under all such Certificates so surrendered and (y) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the proper amount of cash, if any, and Registered Parent Shares or certificates representing the proper number of shares of Parent Common Stock, as the case may be, may be paid and issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registeredis registered if, it will be a condition of issuance of Acquiror Common Stock that upon presentation to the surrendered certificate or certificates Exchange Agent, such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the payment of any cash and the issuance of Acquiror shares of Parent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has taxes have been paid or is are not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the Merger Consideration in accordance with this Article II and any party hereto dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). No interest will be liable paid or will accrue on any cash payable to any former holder holders of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate or Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of Certificates to the Exchange Agent and shall be in such form and have such other provisions as HEALTHSOUTH may reasonably specify) and (ii) instructions for use in effecting the surrender of Certificates in exchange for certificates representing shares of HEALTHSOUTH Common Stock. Upon surrender of a Certificate for cancellation of one to the Exchange Agent or more certificatesto such other agent or agents as may be appointed by HEALTHSOUTH, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror HEALTHSOUTH Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIISection 2, and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of shares of Acquiror Horizon/CMS Common Stock are to which is not registered in the transfer records of Horizon/CMS, a certificate representing the proper number of shares of HEALTHSOUTH Common Stock may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of HEALTHSOUTH Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror HEALTHSOUTH that any such Tax tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.

Exchange Procedures. Promptly after the Effective TimeTime (but in any event within five business days thereof), Buyer shall cause the Exchange Agent will distribute to mail to each former holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Seller Common StockStock (the "Certificates") whose shares were converted pursuant to Section 2.01 into the right to receive shares of Buyer Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Buyer may reasonably specify; provided, however, that such other provisions shall not materially adversely effect the terms of the consideration to be received by Seller's stockholders in the Merger) and (ii) instructions for cancellation effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Certificates in exchange for certificates representing shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Buyer Common Stock into which such shares (plus cash in lieu of Company fractional shares, if any, of Buyer Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Buyer, together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor and Buyer shall cause the Exchange Agent to promptly deliver to such holder a certificate representing that number of whole shares of Buyer Common Stock which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c), and the Certificate so surrendered shall immediately be canceled. If In the event of a transfer of ownership of Seller Common Stock which is not registered in the transfer records of Seller, a certificate representing the proper number of shares of Acquiror Buyer Common Stock are plus cash in lieu of fractional shares pursuant to Section 2.02(e) and any dividends or distributions pursuant to Section 2.02(c) may be issued to a Person other than transferee if the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Certificate representing such Seller Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the any applicable stock transfer taxes have been paid. Until surrendered certificate or certificates as contemplated by this Section 2.02, each Certificate shall be properly endorsed, with signatures guaranteed by a member firm deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Buyer Common Stock plus cash in lieu of fractional shares pursuant to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that Section 2.02(e) and any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawSection 2.02(c) as contemplated by this Section 2.02.

Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute Parent shall cause to be mailed to each former person who was, at the Effective Time, a holder of Company Common Stock, upon surrender record of Shares entitled to receive the Exchange Agent for cancellation of one or more certificates, accompanied by Merger Consideration pursuant to Section 2.01(a): (i) a duly executed letter of transmittal (which shall be in customary form and shall specify that theretofore evidenced shares delivery shall be effected, and risk of Company Common Stockloss and title to the Shares shall pass, only upon proper delivery of the Shares to the Paying Agent) and (ii) instructions for use in effecting the surrender of the certificates evidencing such Shares (each, a “Certificate” and, together, the appropriate number “Certificates”) or the non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration. Upon surrender of shares Certificates (or effective affidavits of Acquiror Common Stock into loss in lieu thereof) to the Paying Agent for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto (and such other documents as may customarily be required by the Paying Agent), the holder of such Shares shall be entitled to receive in exchange therefor the Merger Consideration which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to Section 2.01(a), and the provisions Certificates so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror Common Stock are to ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that registered if the surrendered certificate or certificates Certificate representing such Shares shall be properly endorsedpresented to the Paying Agent, with signatures guaranteed accompanied by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, all documents required to evidence and effect such transfer or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required solely by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at all times after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former receive upon such surrender the Merger Consideration to which the holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any applicable escheat Lawcash payable to holders of Certificates pursuant to the provisions of this Article II. Any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each registered holder of one or more Book-Entry Shares shall automatically upon the Effective Time be entitled to receive, and the Surviving Company shall cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (but in no event more than three (3) Business Days thereafter), the Merger Consideration for each Book-Entry Share.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Xxxxxx Common StockStock and that at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent Agent) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to Certificates in exchange for the Merger Consideration and any dividends or other distributions related thereto payable pursuant to Section 2.2(c). Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, to which such former holder is entitled pursuant to Section 2.1, the cash portion, if any, of Company Common Stock the Election Merger Consideration to which such holder is entitled to pursuant to Section 2.1, the Cash Merger Consideration to which such holder is entitled pursuant to Section 2.1, payment in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c), and the provisions Certificates so surrendered shall forthwith be canceled. In the event of this Article III. If a transfer of ownership of Xxxxxx Common Stock which is not registered in the transfer records of Xxxxxx, the proper number of shares of Acquiror Parent Common Stock are to Stock, if any, may be issued to to, and the cash portion, if any, of the Election Merger Consideration, the Cash Merger Consideration, payment in lieu of fractional shares and any dividends or distributions payable may be paid to, a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Parent Common Stock Stock, payment of the cash portion of the Election Merger Consideration and payment of the Cash Merger Consideration, payment in lieu of fractional shares and any dividends or distributions payable to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(e) or Section 2.2(c).

Exchange Procedures. Promptly Within five Business Days after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of a Company Common StockCertificate (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for effecting the surrender of such Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate to the Exchange Agent for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor (A) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Purchaser Common StockStock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, certificates evidencing in the appropriate aggregate, the whole number of shares of Acquiror Common Stock into which that such shares of Company Common Stock were converted holder has the right to receive pursuant to Sections 1.8 and (B) a check for the cash portion of the Merger Consideration and any dividends or distributions related thereto which for the cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III. If II, including cash in lieu of any fractional shares of Acquiror Purchaser Common Stock are pursuant to be issued Section 2.5 and dividends and other distributions pursuant to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it Section 2.3. No interest will be a condition of issuance of Acquiror Common Stock that paid or will accrue on any cash payable for the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm cash portion of the New York Stock Exchange Merger Consideration or pursuant to Section 2.3 or Section 2.5. In the event of a bank chartered under the Laws transfer of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder ownership of Company Common Stock for any Acquiror which is not registered in the transfer records of Company, one or more shares of Purchaser Common Stock or evidencing, in the aggregate, the proper number of shares of Purchaser Common Stock and a check for the cash or portion of the Merger Consideration, the cash in lieu of any fractional shares of Purchaser Common Stock pursuant to Section 2.5 and any dividends or other distributions thereon delivered to a public official which such holder is entitled pursuant to Section 2.3, may be issued with respect to such Company Common Stock to such a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable escheat Lawstock transfer taxes have been paid.

Exchange Procedures. Promptly Upon surrender of the Certificate or Certificates representing the Common Stock, Series A Preferred Stock or Series B Preferred Stock held by each Stockholder to the Company (or an affidavit of loss in accordance with Section 3.3(e) below), together with a duly executed Letter of Transmittal, such Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Estimated Common Share Price, Series A Merger Consideration or Series B Merger Consideration for the Common Stock, Series A Preferred Stock or Series B Preferred Stock, respectively, represented by such Certificate or Certificates, and Certificates so surrendered shall forthwith be canceled; provided that the Surviving Corporation shall make such payment to each such Stockholder immediately after the Effective TimeTime if such Stockholder has surrendered his, the Exchange Agent will distribute to each former holder of Company Common Stockher or its Certificates, upon surrender to the Exchange Agent for cancellation of one duly endorsed in blank or more certificates, accompanied by duly executed stock powers (or an affidavit of loss in accordance with Section 3.3(e) below) and a duly executed letter and completed Letter of transmittal that theretofore evidenced shares Transmittal at least two (2) Business Days prior to the Closing Date. Until surrendered as contemplated by this Section 3.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, and neither Parent nor the Surviving Corporation shall be required to pay the holder thereof the cash to which he, she or it would otherwise have been entitled. No interest will be paid or will accrue on the cash payable upon surrender of Company Common Stockany Certificate. Notwithstanding anything to the contrary herein, certificates evidencing upon the appropriate number occurrence of shares the Closing, payments of Acquiror Common Stock into which such shares of Company Common Stock were converted Merger Consideration to the Stockholders hereunder shall be made by the Paying Agent pursuant to that certain Paying Agent Agreement, by and among the Merger Company, Parent, the Representative and any dividends or distributions related thereto which such former holder Wilmington Trust, National Association, substantially in the form of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawExhibit C attached hereto.

Exchange Procedures. Promptly after the Effective Time, Parent shall, or shall cause the Exchange Agent will distribute to, mail to each former holder Holder of Company Common StockNMCI Public Units as of the Effective Time whose NMCI Public Units were converted into the right to receive the Merger Consideration a form of letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the NMCI Certificates shall pass, only upon surrender proper delivery of the NMCI Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) to the Exchange Agent for cancellation or, in the case of one or more certificatesBook-Entry NMCI Common Units, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant upon adherence to the Merger procedures set forth in the Letter of Transmittal, and which shall be in such customary form and have such other provisions as Parent and NMCI may reasonably agree prior to the Effective Time) and instructions for effecting the Surrender of such NMCI Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NMCI Common Units in exchange for, as applicable, whole Parent Common Units and any dividends or distributions related thereto which payable pursuant to Section 2.2(c) or Section 2.2(d). Subject to Section 2.2(c), upon Surrender to the Exchange Agent of such former holder NMCI Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NMCI Common Units, together with such properly completed and duly executed Letter of Company Transmittal and such other documents as may reasonably be required by the Exchange Agent, the Holder of an NMCI Certificate (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NMCI Common Stock is Units shall be entitled to receive in exchange therefor, as applicable, (i) that number and type of whole Parent Common Units (which shall be in uncertificated book-entry form unless a physical certificate is requested) to which such Holder is entitled pursuant to Sections 2.1(c)(i) and 2.1(e), and (ii) any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d) to which such Holder is entitled. The instructions for effecting the provisions Surrender of this Article IIINMCI Certificates shall set forth procedures that must be taken by the Holder of any NMCI Certificate that has been lost, destroyed or stolen; it shall be a condition to the right of such Holder to receive the Merger Consideration and any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d) that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of NMCI Public Units appeared on the books of NMCI immediately prior to the Effective Time, together with a customary bond and such other documents, in each case, as Parent may reasonably require in connection therewith. If shares After the Effective Time, there shall be no further transfer on the records of Acquiror NMCI or its transfer agent of NMCI Certificates or Book-Entry NMCI Common Stock are to be issued to a Person Units (provided, however, that the foregoing shall not restrict the transfer of any NMCI Partnership Interest other than the Person in whose name NMCI Public Units after the surrendered certificate Effective Time); and if such NMCI Certificates or certificates Book-Entry NMCI Common Units are registeredpresented to NMCI or its transfer agent for transfer, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates they shall be properly endorsed, with signatures guaranteed by a member firm canceled against delivery of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer Merger Consideration and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official payable pursuant to Section 2.2(c) or Section 2.2(d) as hereinabove provided. Until Surrendered as contemplated by this Section 2.2(b), each NMCI Certificate or Book‑Entry NMCI Common Unit shall be deemed at any applicable escheat Lawtime after the Effective Time to represent only the right to receive upon such Surrender the Merger Consideration. No interest will be paid or will accrue on any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d).

Exchange Procedures. Promptly after Within two Business Days following the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of (i) Company Common Stock converted into the right to receive the Per Share Cash Consideration pursuant to Section 2.01(a)(i) ("COMPANY CERTIFICATES"), and (ii) Borden Common Stock converted into the right to receive Merger Shaxxx xursuant to Section 2.01(c) ("BORDEN CERTIFICATES," together with the Company Certificatxx, the "CERTIFICATES"): (A) a form of letter of transmittal (the "LETTER OF TRANSMITTAL"); and (B) instructions for use of the Letter of Transmittal in effecting the surrender of either the Company Certificates in exchange for such holder's pro rata portion of the Total Cash Merger Consideration or the Borden Certificates in exchange for such holder's pro rata portxxx xf the Merger Shares. The Letter of Transmittal shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon receipt thereof by the Exchange Agent will distribute to each former holder and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify. Upon surrender of Company Common Stock, upon surrender a Certificate for cancellation to the Exchange Agent for cancellation of one or more certificatesto such other agent or agents as may be appointed by the Surviving Corporation, accompanied by together with a properly completed and duly executed letter Letter of transmittal that theretofore evidenced shares Transmittal, (i) the holder of record of such Certificate shall be entitled to receive: (A) if it is a Company Common StockCertificate, certificates evidencing a check in the appropriate amount equal to such holder's pro rata portion of the Total Cash Merger Consideration as determined pursuant to Section 2.01(a)(i) hereof in respect of such Certificate; or (B) if it is a Borden Certificate, a certificate representing the number of shares of Acquiror Common Stock into which such shares whxxx xxares of Company Common Stock were converted to which such holder is entitled pursuant to Section 2.01(c) and cash in lieu of fractional shares (if any), to which such holder is entitled pursuant to Section 2.01(d); and (ii) such Certificate shall be canceled. Until so surrendered, each Certificate shall be deemed from and after the Effective Time to represent only the right to receive such holder's pro rata portion of either (x) the Total Cash Merger Consideration contemplated by Section 2.01(a)(i), or (y) the Merger and Shares contemplated by Section 2.01(c). Notwithstanding anything contained herein to the contrary, no interest shall be paid or shall accrue on any dividends or distributions related thereto which such former cash payable to any holder of Company Common Stock is entitled to receive a Certificate pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawII.

Exchange Procedures. Promptly The Surviving Corporation shall instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such non-certificated shares of Company Common Stock were converted pursuant to represented by book entry (“Book Entry Shares”) that immediately before the Merger and any dividends or distributions related thereto which such former holder Effective Time represented outstanding shares of Company Common Stock is whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal in a form reasonably agreed between the parties (which shall specify that delivery shall be effected, and risk of loss and title to the Book Entry Shares shall pass, only upon delivery of the Book Entry Shares to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Book Entry Shares in exchange for Merger Consideration. Upon surrender of Book Entry Shares for cancelation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of Parent Common Stock, if any, which the aggregate number of Company Common Stock previously represented by such Book Entry Shares shall have been converted pursuant to Section 2.01(c) (Conversion of Company Common Stock) into the provisions right to receive, and the Book Entry Shares so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Book Entry Shares so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Book Entry Shares shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the surrendered certificate such Book Entry Shares or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Subject to the foregoinglast sentence of Section 2.02(c), neither until surrendered as contemplated by this Section 2.02, each Book Entry Share shall be deemed at any time after the Exchange Agent nor any party hereto will be liable Effective Time to any former holder of represent only the right to receive upon such surrender the Merger Consideration into which the Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official theretofore represented by such Book Entry Share have been converted pursuant to any applicable escheat LawSection 2.01(c).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Excel Common StockStock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Lucent and Excel may reasonably specify) and (ii) instructions for cancellation use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of one or more certificatesa Certificate for cancelation to the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Lucent Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Lucent Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Excel Common Stock which is not registered in the transfer records of Excel, a certificate representing the proper number of shares of Acquiror Lucent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Lucent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Lucent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the Merger Consideration and any party hereto will be liable to any former holder cash in lieu of Company fractional shares of Lucent Common Stock for to be issued or paid in consideration therefor upon surrender of such certificate in accordance with this Section 2.02. No interest shall be paid or will accrue on any Acquiror Common Stock or cash or dividends or distributions thereon delivered payable to a public official holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company Common Stockrecord of a certificate or certificates which immediately prior to the Effective Time represented Advantage Health Shares (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as HEALTHSOUTH may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of HEALTHSOUTH Common Stock. Upon surrender of a Certificate for cancellation of one to the Exchange Agent or more certificatesto such other agent or agents as may be appointed by HEALTHSOUTH, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror HEALTHSOUTH Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIISection 2, and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of Advantage Health Shares which is not registered in the transfer records of Advantage Health, a certificate representing the proper number of shares of Acquiror HEALTHSOUTH Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of HEALTHSOUTH Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror HEALTHSOUTH that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the certificate representing shares of HEALTHSOUTH Common Stock and cash in lieu of any party hereto fractional shares of HEALTHSOUTH Common Stock as contemplated by this Section 2.2. No interest will be liable paid or will accrue on any cash payable in lieu of any fractional shares of HEALTHSOUTH Common Stock. To the extent permitted by law, former stockholders of record of Advantage Health shall be entitled to vote after the Effective Time at any former holder meeting of Company HEALTHSOUTH stockholders the number of whole shares of HEALTHSOUTH Common Stock into which their respective Advantage Health Shares are converted, regardless of whether such holders have exchanged their Certificates for any Acquiror certificates representing HEALTHSOUTH Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawin accordance with this Section 2.2.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly executed, and any dividends or distributions related thereto such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor that number of whole Parent ADSs which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and any cash in lieu of fractional Parent ADSs to which such holder is entitled pursuant to Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of shares of Acquiror Company Common Stock are to which is not registered in the transfer records of the Company, the proper amount of cash, if any, may be paid and the proper number of Parent ADSs may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment and issuance shall pay any transfer or other Taxes taxes required by reason of the payment of any cash and the issuance of Acquiror Common Stock Parent ADSs to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration, neither any dividends or other distributions to which the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official such Certificate is entitled pursuant to Section 2.02(c) and any applicable escheat Lawcash in lieu of fractional Parent ADSs to which such holder is entitled pursuant to Section 2.02(e). No interest shall be paid or shall accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of CAX Common StockStock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as CAX and AIC may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror AIC Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article III. If II, dividends or other distributions on such shares of Acquiror AIC Common Stock which such holder has the right to receive pursuant to Section 2.3(c), and cash in lieu of any fractional share of AIC Common Stock pursuant to Section 2.3(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a surrender of a Certificate representing shares of CAX Common Stock which are to not registered in the transfer records of CAX under the name of the person surrendering such Certificate, a certificate representing the proper number of shares of AIC Common Stock may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of AIC Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror AIC that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, neither dividends or other distributions in respect of such Merger Consideration which such holder has the Exchange Agent nor right to receive pursuant to Section 2.3(c), and cash in lieu of any party hereto will be liable to any former holder fractional share of Company AIC Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to Section 2.3(e). No interest shall be paid or will accrue on any applicable escheat Lawamounts payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Promptly Within two Business Days after the Effective Time, NBT shall cause the Exchange Agent will distribute to mail or personally deliver to each former holder of Company record (or his or her attorney-in-fact) of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted into the right to receive shares of NBT Common StockStock pursuant to Section 1.08 and cash in lieu of fractional shares of NBT Common Stock (if any), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as NBT and BSB may reasonably specify) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Certificates in exchange for certificates representing whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror NBT Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and together with any dividends or distributions related with respect thereto which and any cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such former letter of transmittal, duly executed, and such other documentation as may be required pursuant to such instructions, the holder of Company Common Stock is such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of NBT Common Stock, which such holder has the right to receive in respect of the Shares formerly represented by such Certificate surrendered pursuant to the provisions of this Article III. If I (after taking into account all Shares then held by such holder) and cash in lieu of fractional shares of Acquiror NBT Common Stock are (if any) to which such holder is entitled pursuant to Section 1.09(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of BSB, a certificate representing the proper number of shares of NBT Common Stock may be issued to a Person other than transferee if the Person in whose name Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered certificate or certificates are registeredas contemplated by this Section 1.09, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates each Certificate shall be properly endorseddeemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of NBT Common Stock, with signatures guaranteed by a member firm cash in lieu of the New York Stock Exchange or a bank chartered under the Laws any fractional shares of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror NBT Common Stock to a Person other than the registered which such holder of the surrendered certificate or certificates or such Person shall establish is entitled pursuant to the satisfaction of Acquiror that Section 1.09(e) and any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or other distributions thereon delivered to a public official which such holder is entitled pursuant to any applicable escheat LawSection 1.09(c).

Exchange Procedures. Promptly after the Effective Time, but in any event no later than the fifth Business Day after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate (or, in the case of uncertificated Shares, evidence of such Shares in book-entry form) whose Shares were converted into the right to receive the Merger Consideration and cash in lieu of any fractional shares payable pursuant to Section 2.2(d) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in customary form and contain customary provisions including customary provisions with respect to delivery of an "agent's message" with respect to Shares held in book-entry form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration and cash in lieu of any fractional shares payable pursuant to Section 2.2(d). Each holder of record of one or more Certificates shall, upon surrender to the Exchange Agent for cancellation of one such Certificate or more certificatesCertificates (or, accompanied by a duly executed if applicable, delivery of an "agent's message"), together with such letter of transmittal that theretofore evidenced shares of Company Common Stocktransmittal, certificates evidencing duly executed, and such other documents as may reasonably be required by the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is Exchange Agent, be entitled to receive in exchange therefor (i) the amount of cash to which such holder is entitled pursuant to the provisions Section 2.1(c), (ii) a certificate or certificates representing that number of this Article III. If whole shares of Acquiror Parent Common Stock are (after taking into account all Certificates surrendered by such holder) to which such holder is entitled pursuant to Section 2.1(c) and (iii) cash in lieu of any fractional shares payable pursuant to Section 2.2(d), and the Certificates so surrendered shall forthwith be issued cancelled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate transfer or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has Taxes have been paid or is are not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the Merger Consideration and cash in lieu of any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official fractional shares payable pursuant to Section 2.2(d). No interest shall be paid or will accrue on any applicable escheat Lawpayment to holders of Certificates or holders of Shares in book-entry form pursuant to the provisions of this Article II.

Exchange Procedures. Promptly The Surviving Corporation shall cause the Exchange Agent, as promptly as practicable after the Effective Time, to mail to each holder of a Certificate (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent will distribute to each former holder Agent, and which letter shall be in customary form and have such other provisions as Dianon may reasonably specify and (ii) instructions for effecting the surrender of Company Common Stock, upon such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Dianon Common StockStock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, certificates evidencing in the appropriate aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.7 (after taking into account all shares of Acquiror UroCor Common Stock into which then held by such shares of Company Common Stock were converted pursuant holder) and (B) a check in the amount equal to the Merger and any dividends or distributions related thereto which cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III. If II, including cash in lieu of any fractional shares of Acquiror Dianon Common Stock are pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3, and in each case the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of UroCor Common Stock which is not registered in the transfer records of UroCor, one or more shares of Dianon Common Stock evidencing, in the aggregate, the proper number of shares of Dianon Common Stock and a check in the proper amount of cash in lieu of any fractional shares of Dianon Common Stock pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be issued with respect to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror UroCor Common Stock to such a Person other than transferee if the registered holder Certificate representing such shares of the surrendered certificate or certificates or such Person shall establish UroCor Common Stock is presented to the satisfaction of Acquiror Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any such Tax has applicable stock transfer taxes have been paid or is not applicable. Notwithstanding the foregoing, neither as the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawmay require.

Exchange Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event later than five (5) Business Days following the Effective Time), the Exchange Agent will distribute shall mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced Certificate representing shares of Company Common Stock, certificates evidencing whose shares were converted pursuant to Section 2.1(c) into the appropriate number right to receive the Per Share Merger Consideration: (i) a letter of shares transmittal (which shall specify that delivery shall be effected, and risk of Acquiror loss and title to a Certificate shall pass, only upon delivery of such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify); and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Per Share Merger Consideration plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed and properly completed, the holder of such Certificate shall be entitled to receive in exchange therefor the Per Share Merger Consideration (plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6) for each share of Company Common Stock into which formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Section 2.2 plus, if applicable, any Additional Per Share Merger Consideration payable in accordance with Section 2.6 and shall not evidence any interest in, or any right to exercise the rights of a stockholder or other equity holder of, the Company or the Surviving Corporation. In the event of a transfer of ownership of shares of Company Common Stock were converted pursuant that is not registered in the transfer records of the Company, the issuance of Parent ADSs or book-entries permitting the proper number of Parent ADSs, together with a check for any cash to be paid upon due surrender of the Certificate, shall be made to such transferee (after giving effect to any required Tax withholdings as provided in Section 2.5) if the Certificate formerly representing such shares is presented to the Merger Exchange Agent, accompanied by all documents reasonably required to evidence and any dividends or distributions related thereto which effect such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and to evidence that the Person requesting such payment shall pay any and all transfer or and other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has transferee have been paid or is are not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of MS Common Stock or MS Preferred Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of DWD Preferred Stock, as applicable, pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as DWD and MS may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration or shares of DWD Preferred Stock, as applicable. Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror DWD Common Stock into or DWD Preferred Stock which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of DWD Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be cancelled. If In the event of a transfer of ownership of MS Common Stock or MS Preferred Stock which is not registered in the transfer records of MS, a certificate representing the proper number of shares of Acquiror DWD Common Stock are to or DWD Preferred Stock may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of DWD Common Stock or DWD Preferred Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror DWD that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of DWD Preferred Stock, neither as applicable, which the Exchange Agent nor holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any party hereto will be liable to any former holder fractional share of Company DWD Common Stock for in accordance with Section 2.02(e). No interest shall be paid or will accrue on any Acquiror Common Stock or cash or dividends or distributions thereon delivered payable to a public official holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.

Exchange Procedures. Promptly after the Effective Time but in any event within two (2) business days, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a Unit or Units that were converted into the right to receive the applicable Per Unit Consideration pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(d) and any dividends or other distributions pursuant to Section 1.7(d): (i) a letter of transmittal (which shall specify that surrender of Units shall be effected only upon delivery of the letter of transmittal to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Units in exchange for (1) the applicable Per Unit Consideration, (2) cash in lieu of any fractional shares pursuant to Section 1.6(d) and (3) any dividends or other distributions pursuant to Section 1.7(d). Upon delivery of such Letter of Transmittal to the Exchange Agent or to such other agent or agents as may be appointed by Parent, 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 Units surrendered by such Letter of Transmittal shall be entitled to receive in exchange for each such Unit the applicable Per Unit Consideration (after taking into account all Units surrendered by such holder) to which such holder is entitled pursuant to Section 1.6(a), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d), and the Units so surrendered shall forthwith be canceled. Any shares of Parent Common Stock issued in exchange for Units shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law or regulation. Until so surrendered, each Unit will be deemed from and after the Effective Time, for all corporate purposes, to evidence the Exchange Agent will distribute to each former holder ownership of Company Common Stock, upon surrender to the Exchange Agent for cancellation applicable Per Unit Consideration (which shall include Cash Consideration and/or the number of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced full shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which such Units shall have been so converted) and the right to receive an amount in cash in lieu of the issuance of any fractional shares of Company Common Stock were converted pursuant to the Merger in accordance with Section 1.6(d) and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive payable pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawSection 1.7(d).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of AT&T Broadband Common StockStock or Comcast Common Stock (the “Certificates”), other than shares to be canceled or retired or converted into AT&T Broadband Surviving Corporation Common stock or Comcast Surviving Corporation Common Stock in each case in accordance with Section 4.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which that such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article III. If 4, cash in lieu of any fractional shares of Acquiror Parent Common Stock are to the extent provided in Section 4.02(e) and any dividends or distributions to the extent provided in Section 4.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of AT&T Broadband Common Stock or Comcast Common Stock that is not registered in the transfer records of AT&T Broadband or Comcast, as the case may be, a certificate representing the proper number of shares of Parent Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 4.02, each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the certificate representing the appropriate number of whole shares of Parent Common Stock, neither cash in lieu of any fractional shares of Parent Common Stock to the Exchange Agent nor extent provided in Section 4.02(e) and any party hereto dividends and distributions to the extent provided in Section 4.02(c). No interest will be liable paid or will accrue on any cash payable in lieu of any fractional shares of Parent Common Stock. Any amounts payable or deliverable pursuant to any former holder this Agreement shall be subject to and made net of Company Common Stock applicable withholding taxes to the extent such taxes are imposed under applicable law as determined by Parent in its reasonable discretion. To the extent that amounts are so withheld, those amounts shall be treated for any Acquiror all purposes as having been paid to the holders of AT&T Broadband Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawComcast Common Stock, as the case may be, in respect of which the deduction and withholding was made.

Exchange Procedures. (a) Promptly after the Effective Time, and in any event not later than the fifth (5th) Business Day following the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of record of a Certificate (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) in exchange for the applicable Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock, upon Stock to be issued or paid in consideration therefor pursuant to Section 2.6 of this Agreement and any dividends or distributions to which such holder is entitled pursuant to Section 2.4 of this Agreement. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor: (A) one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Parent Common StockStock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, certificates evidencing in the appropriate aggregate, the whole number of shares of Acquiror Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into which such account all shares of Company Common Stock were converted then held by such holder) and (B) cash in the amount equal to the Cash Consideration that such holder has the right to receive pursuant to Section 1.8, plus cash that such holder has the Merger right to receive in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.6 and any dividends or and other distributions related thereto which such former holder pursuant to Section 2.4 (in each case, after taking into account all shares of Company Common Stock then held by such holder). Notwithstanding anything to the contrary contained in this Agreement, any holder of Company Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawAgreement.

Exchange Procedures. Promptly after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of a Certificate (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company Common Stock, upon prior to the Effective Time) and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more certificatesParent Ordinary Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockin the aggregate, certificates evidencing the appropriate whole number of shares of Acquiror Common Stock that such holder has the right to receive pursuant to Section 1.8 (after taking into which such account all shares of Company Common Stock were converted pursuant and Company Preferred Stock then held by such holder) and (B) a check in the amount equal to the Merger and any dividends or distributions related thereto which cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII, including cash in lieu of any fractional Parent Ordinary Shares pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it No interest will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicablewill accrue on any cash payable pursuant to Section 2.3 or Section 2.5. Notwithstanding In the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder event of a transfer of ownership of Company Common Stock for or Company Preferred Stock which is not registered in the transfer records of the Company, one or more Parent Ordinary Shares evidencing, in the aggregate, the proper number of Parent Ordinary Shares, a check in the proper amount of cash in lieu of any Acquiror fractional Parent Ordinary Shares pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3, may be issued with respect to such Company Common Stock or cash Company Preferred Stock to such a transferee if the Certificate representing such shares of Company Common Stock or dividends or distributions thereon delivered Company Preferred Stock is presented to a public official pursuant the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable escheat Lawstock transfer taxes have been paid.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose shares were converted pursuant to Section 2.1(b) into Parent Common Stock (i) a letter of transmittal which shall specify that delivery shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent and the Company Common Stock, upon may reasonably specify; and (ii) instructions for effecting the surrender of such Certificates in exchange for the Share Consideration. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of one or more certificatestransmittal, accompanied by a duly executed letter and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of transmittal such Certificate shall be entitled to receive in exchange therefor (A) a certificate or certificates representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which representing, in the aggregate, the whole number of shares that such shares of Company Common Stock were converted holder has the right to receive pursuant to Section 2.1 and (B) a check in the Merger and any dividends or distributions related thereto which amount equal to the cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII, including cash in lieu of any dividends and other distributions made in accordance with Section 2.5 and cash in lieu of fractional shares pursuant to Section 2.7 and the Certificate so surrendered shall forthwith be cancelled. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it No interest will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicablewill accrue on any cash payable pursuant to Section 2.5 or Section 2.7. Notwithstanding In the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder event of a transfer of ownership of Company Common Stock for which is not registered in the transfer records of the Company, certificates evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash in lieu of any Acquiror fractional shares of Parent Common Stock or cash or pursuant to Section 2.7 and any dividends or other distributions thereon delivered to a public official which such holder is entitled pursuant to Section 2.5, may be issued with respect to such Shares to such a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable escheat Lawstock transfer Taxes have been paid.

Exchange Procedures. Promptly As soon as possible after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate or Certificates or Book-Entry Shares that immediately prior to the Effective Time represented outstanding Shares (other than Excluded Shares and Dissenting Shares) (A) a letter of transmittal in customary form reasonably acceptable to Parent (which shall specify that delivery shall be effected, upon surrender and risk of loss and title to the Certificates or Book-Entry Shares shall pass to the Exchange Agent Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares to which the holder thereof is entitled. Upon surrender of any Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Exchange Agent, together with such letter of one or more certificatestransmittal, accompanied by a duly executed letter and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of transmittal that theretofore evidenced such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) the number of whole shares of Company Parent Common StockStock (after taking into account all Certificates surrendered, certificates evidencing and Book-Entry Shares held, by such holder of record) to which such holder is entitled pursuant to Section 2.1, (B) the appropriate number Cash Consideration such holders are entitled to receive pursuant to Section 2.1, (C) the cash payable in lieu of fractional shares of Acquiror Parent Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to Section 2.2(j), and (D) any dividends or distributions to which such holders are entitled pursuant to Section 2.2(k), and the provisions Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror Common Stock are to ownership of Shares that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor No interest shall be paid or accrue on any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official payable pursuant to any applicable escheat Lawthis Section 2.2.

Exchange Procedures. Promptly after the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of shares of Company Common Stock entitled to receive the Common Stock Cash Payment pursuant to Section 3.1(a), (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates that formerly evidenced the shares of Company Common Stock shall pass, only upon proper delivery of such Certificates (or affidavits of loss in lieu thereof) to the Paying Agent) and (ii) instructions for use in effecting the surrender of Certificates pursuant to such letter of transmittal in exchange for the Common Stock Cash Payment (which instructions shall provide that, at the election of the surrendering holder, such Certificates may be surrendered and the Common Stock Cash Payment in exchange therefor collected by hand delivery). Upon surrender to the Paying Agent of a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor cash in the amount of the Common Stock Cash Payment multiplied by the number of shares of Company Common Stock formerly represented by such Certificate pursuant to Section 3.1(a), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 3.1(a). Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Common Stock Cash Payment in respect of the number of shares previously represented thereby. From and after the Effective Time, the Exchange Agent will distribute holders of Certificates shall cease to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and have any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm rights as stockholders of the New York Stock Exchange Company, except as provided herein or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.

Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute to each former holder of Company Common Stock, upon Upon surrender to the Exchange Paying Agent of a Company Certificate for cancellation of one or more certificatescancellation, accompanied by together with a duly executed letter of transmittal that theretofore evidenced shares and such other customary documents as may be required by the instructions to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Company Common Stock, Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing the appropriate that number of shares of Acquiror whole Nipsco Common Stock Shares into which the Company Shares previously represented by such shares Company Certificate are converted in accordance with Section 2.2.1, (ii) the cash to which such holder is entitled in accordance with Section 2.2.1, (iii) the cash in lieu of Company fractional Nipsco Common Stock were converted Shares to which such holder is entitled pursuant to the Merger Section 2.3.6, and (iv) any dividends or other distributions related thereto to which such former holder of Company Common Stock is entitled to receive pursuant to Section 2.3.4 (the provisions of this Article IIINipsco Common Shares, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) above being referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If shares of Acquiror Common Stock are the Merger Consideration (or any portion thereof) is to be issued delivered to a Person any person other than the Person person in whose name the Company Certificate surrendered certificate or certificates are registeredin exchange therefor is registered on the record books of the Company, it will shall be a condition of issuance of Acquiror Common Stock to such exchange that the Company Certificate so surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange endorsed or a bank chartered under the Laws of the United States, or shall otherwise be in proper form for transfer and that the Person person requesting such payment exchange shall pay to the Paying Agent any transfer or other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock such consideration to a Person person other than the registered holder of the surrendered certificate Company Certificate surrendered, or certificates or such Person shall establish to the satisfaction of Acquiror the Paying Agent that any such Tax tax has been paid or is not applicable. Notwithstanding If any Company Certificate shall have been lost, stolen, mislaid or destroyed, then upon receipt of (a) an affidavit of that fact from the foregoingholder claiming such Company Certificate to be lost, neither mislaid, stolen or destroyed, (b) such bond, security or indemnity as the Company or the Paying Agent may reasonably require, and (c) any other documentation necessary to evidence and effect the bona fide exchange thereof, the Exchange Agent nor any party hereto will be liable shall issue to any former such holder a certificate representing the number of shares of Company Common Stock Shares into which the shares represented by such lost, stolen, mislaid or destroyed Company Certificate shall have been converted. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Company Certificate, and, if any such Company Certificate is presented to the Company for transfer, it shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.3.3, each Company Certificate (other than a certificate representing Company Shares to be canceled in accordance with Section 2.2.7), shall be deemed at any Acquiror Common Stock or cash or dividends or distributions thereon delivered time after the Effective Time to a public official pursuant represent only the right to receive upon such surrender the Merger Consideration, without any applicable escheat Lawinterest thereon.

Exchange Procedures. Promptly As promptly as practicable after the REIT Effective Time, the Exchange Agent will distribute send to each former record holder of Company Common StockCertificates other than Certificates to be canceled pursuant to Section 1.07(d): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in a form and have such other provisions as Parent may reasonably specify, subject to the Company’s approval not to be unreasonably withheld) and (ii) instructions for cancellation use in effecting the surrender of the Certificates in exchange for the REIT Merger Consideration or the Parent Series E Preferred Shares, as the case may be. As soon as reasonably practicable after the REIT Effective Time: (i) each holder of a Certificate evidencing Company Common Shares, upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor a certificate or certificates evidencing the number of full Parent Common Shares into which the aggregate number of Company Common Shares previously represented by such Certificate shall have been converted pursuant to this Agreement and the amount of cash that such holder is entitled to hereunder (including amounts to be paid pursuant to Section 1.07(a), in lieu of fractional Parent Common Shares pursuant to Section 2.05 and in respect of any dividends or other distributions to which holders are entitled pursuant to Section 2.03), and (ii) each holder of a Certificate evidencing Company Series D Preferred Shares, upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor a certificate or certificates evidencing the number of full Parent Series E Preferred Shares into which the aggregate number of Company Series D Common Shares previously represented by such Certificate shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or will accrue on any cash payable pursuant to Section 1.07, Section 2.03 or Section 2.05. In the event of a transfer of ownership of Company Common Shares which is not registered in the transfer records of the Company, one or more certificatescertificates of Parent Common Shares evidencing, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockin the aggregate, certificates evidencing the appropriate proper number of shares Parent Common Shares, a check in the proper amount of Acquiror Common Stock into which such shares of Company Common Stock were converted cash pursuant to the Merger Section 1.07(a) and cash in lieu of any fractional Parent Common Shares pursuant to Section 2.05 and any dividends or other distributions related thereto to which such former holder is entitled pursuant to Section 2.03, may be issued with respect to such Company Common Shares to such a transferee if the Certificate representing such Company Common Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. In the event of a transfer of ownership of Company Common Stock Series D Preferred Shares which is not registered in the transfer records of the Company, one or more certificates of Parent Series E Preferred Shares evidencing, in the aggregate, the proper number of Parent Series E Preferred Shares and any dividends or other distributions to which such holder is entitled to receive pursuant to the provisions of this Article III. If shares of Acquiror Common Stock are to Section 2.03 may be issued with respect to such Company Series D Preferred Share to such a Person other than transferee if the Person in whose name Certificate representing such Company Series D Preferred Shares is presented to the surrendered certificate or certificates are registeredExchange Agent, it will be a condition of issuance of Acquiror Common Stock accompanied by all documents required to evidence and effect such transfer and to evidence that the surrendered certificate or certificates any applicable stock transfer taxes have been paid. Provision shall be properly endorsed, with signatures guaranteed by made for holders of Certificates to procure in person immediately after the Effective Time a member firm letter of transmittal and instructions and to deliver in person immediately after the New York Stock Exchange or a bank chartered under the Laws Effective Time such letter of the United States, or otherwise in proper form for transfer transmittal and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock Shares or Company Series D Preferred Shares, as the case may be, in exchange for any Acquiror the REIT Merger Consideration or the Parent Series E Preferred Shares, as applicable, and cash in lieu of fractional Parent Common Stock or cash or Shares and dividends or distributions thereon delivered to a public official and distributions, if any, pursuant to any applicable escheat Law.Section 2.03. Back to Contents

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, and in any event within five business days thereafter, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall have such other provisions as Parent and the Company may agree) and (ii) instructions for use in surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for certificates or book-entries representing shares of Parent Common Stock comprising the Stock Consideration portion of the Merger Consideration and cash comprising the Cash Consideration portion of the Merger Consideration, any dividends or other distributions to which holders of Certificates or Book-Entry Shares are entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Book-Entry Share or a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and/or such other documents as may be reasonably required by the Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor (A) a certificate or book-entry representing that number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to the Merger and any dividends or distributions related thereto which such former holder provisions of this Article II after taking into account all the shares of Company Common Stock then held by such holder under all such Book-Entry Shares or Certificates so surrendered and (B) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article III. If II, including (1) the Cash Consideration portion of the Merger Consideration, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (3) cash in lieu of any fractional shares of Acquiror Parent Common Stock are to which such holder is entitled pursuant to Section 2.02(e), and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, (x) a certificate or book-entry representing that number of whole shares of Parent Common Stock comprising the Stock Consideration portion of the Merger Consideration and (y) a check for the proper amount of cash (1) comprising the Cash Consideration portion of the Merger Consideration, (2) comprising any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (3) in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), shall be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that if, upon presentation to the surrendered certificate or certificates Exchange Agent, such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicable. Notwithstanding The shares of Parent Common Stock constituting the foregoingStock Consideration, neither the Exchange Agent nor any party hereto will at Parent’s option, shall be liable to any former in uncertificated book-entry form unless a physical certificate is requested by a holder of shares of Company Common Stock for or is otherwise required under applicable Law. Until surrendered as contemplated by this Section 2.02(b), each Book-Entry Share and Certificate shall be deemed at any Acquiror time after the Effective Time to represent only the right to receive upon such surrender, the Merger Consideration, any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of any fractional share of Parent Common Stock or cash or dividends or distributions thereon delivered to a public official which such holder is entitled pursuant to Section 2.02(e). No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration or on any applicable escheat Lawother cash payable to holders of Company Common Stock pursuant to this Article II.

Exchange Procedures. Promptly As soon as possible after the Effective Time (but in any event within three (3) Business Days), the Seller Representative shall mail to each holder of record of outstanding shares of Seller Common Shares (the “Outstanding Shares”) immediately prior to the Effective Time, whose shares were converted into the Exchange Agent will distribute right to each former holder receive the amount of Company Common Stock, upon surrender Merger Consideration pursuant to the Exchange Agent for cancellation of one or more certificates, accompanied by Section 1.6: (i) a duly executed letter of transmittal (which shall specify that theretofore evidenced shares delivery shall be effected, and risk of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant loss and title to the Outstanding Shares shall pass only upon delivery of the letter of transmittal to the Seller Representative, and which letter shall be in such form and have such other provisions as Buyer may reasonably specify) and (ii) instructions for the exchange of the Outstanding Shares for the amount of Merger Consideration to which the holder thereof is entitled. Upon receipt by the Seller Representative of the letter of transmittal, duly executed and any dividends completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Seller Representative or distributions related thereto which such former Buyer, (i) the holder of Company Common Stock is such Outstanding Shares shall be entitled to receive in exchange therefor the amount of Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIII, and (ii) the Seller Representative will within one (1) Business Day pay to the holder of such Outstanding Shares the amount of the Closing Cash Payment payable in respect thereof. If shares In the event of Acquiror a transfer of ownership of Seller Common Stock are to Shares that is not registered in the transfer records of Seller, payment may be issued made to a Person other than the Person in whose name the Seller Common Shares so surrendered certificate or certificates are is registered, if the record owner of such Seller Common Shares delivers an affidavit, in such form as the Seller Representative may reasonably request (including an indemnity against any claim that may be made against it will be a condition of issuance of Acquiror or Buyer with respect to such Seller Common Stock Shares), that the surrendered certificate or certificates shall be such Seller Common Shares have been properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that transferred to the Person requesting such payment. The Person requesting payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the surrendered certificate Outstanding Shares or certificates or such Person shall establish to the satisfaction of Acquiror Buyer that any such Tax tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor No interest shall be paid or accrue on any party hereto will be liable to cash payable upon surrender of any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawOutstanding Shares.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Zac shall cause the Exchange Paying Agent will distribute to mail to each former holder of Company Common Stock, upon surrender to the Exchange Agent for cancellation record of one a Certificate or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Book Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in customary form and have such other provisions as Zac may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger Consideration. Each holder of record of one or more Certificates or Book Entry Shares shall, upon surrender to the Paying Agent of such Certificate or Certificates or Book Entry Shares, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash to which such holder is entitled pursuant to Section 2.01(c), and the Merger and any dividends Certificates or distributions related thereto which such former holder Book Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is entitled to receive pursuant to not registered in the provisions transfer records of the Company, payment of the Merger Consideration in accordance with this Article III. If shares of Acquiror Common Stock are to Section 2.02(b) may be issued made to a Person other than the Person in whose name the Certificate or Book Entry Share so surrendered certificate is registered if such Certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates Book Entry Share shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer (and that accompanied by all documents required to evidence and effect such transfer) and the Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of such Certificate or Book Entry Share. Until surrendered as contemplated by this Section 2.02(b), each Certificate and Book Entry Share (other than Certificates or Book Entry Shares evidencing Dissenting Shares, Cancelled Shares and Remaining Shares) shall be deemed at any time after the surrendered certificate Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall be paid or certificates will accrue on any payment to holders of Certificates or such Person shall establish Book Entry Shares pursuant to the satisfaction provisions of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawthis Article II.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of INS Common StockStock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Lucent and INS may reasonably specify) and (ii) instructions for cancellation use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of one or more certificatesa Certificate for cancelation to the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Lucent Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIIII, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Lucent Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. If In the event of a transfer of ownership of INS Common Stock which is not registered in the transfer records of INS, a certificate representing the proper number of shares of Acquiror Lucent Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Lucent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror Lucent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the Merger Consideration and any party hereto will be liable to any former holder cash in lieu of Company fractional shares of Lucent Common Stock for to be issued or paid in consideration therefor upon surrender of such certificate in accordance with this Section 2.02. No interest shall be paid or will accrue on any Acquiror Common Stock or cash or dividends or distributions thereon delivered payable to a public official holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article II.

Exchange Procedures. Promptly As soon as reasonably practicable, but no later than ten (10) business days after the Effective Time, IHS shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such representations and warranties as to ownership and authority, and shall contain such other provisions as IHS may reasonably specify) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, the Certificates in exchange for certificates evidencing representing the appropriate number of shares of Acquiror Common Stock IHS Merger Shares into which Rotech Shares previously represented by such shares of Company Common Stock Certificates were converted pursuant to the Merger and any in accordance with Section 2.1 (as adjusted in respect of dividends or distributions related thereto and fractional shares in accordance with subsections (c) and (e) below). Upon surrender of any Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole IHS Merger Shares which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIISection 2.1 (as adjusted pursuant to subsections (c) and (e) below), and the Certificate so surrendered shall forthwith be canceled. If shares In the event of Acquiror Common Stock are a transfer of ownership of Rotech Shares which is not registered in the transfer records of Rotech, a certificate representing the proper number of IHS Merger Shares required by Section 2.1 (as adjusted pursuant to subsections (c) and (e) below) may be issued and delivered to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of IHS Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror IHS that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at all times after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the IHS Merger Shares into which Rotech Shares represented by such Certificate were converted and cash in lieu of any party hereto fractional shares of IHS Common Stock. No interest will be liable to paid or will accrue on any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered payable with respect to a public official pursuant IHS Merger Shares. To the extent permitted by law, former stockholders of record of Rotech shall be entitled to vote after the Effective Time at any applicable escheat Lawmeeting of IHS stockholders the number of whole IHS Merger Shares into which their respective Rotech Shares are converted, regardless of whether such holders have exchanged their Certificates in accordance with this Section 2.2.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Companies' Common StockStock (the "Certificates") whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 2.1 (c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent Agent, and which shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article III. If II after taking into account all the shares of Acquiror the Companies' Common Stock are then held by such holder under all such Certificates so surrendered and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Companies' Common Stock which is not registered in the transfer records of the Companies, a certificate representing the proper number of shares of Parent Common Stock may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that if, upon presentation to the surrendered certificate or certificates Exchange Agent, such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of Parent Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the certificate representing shares of Parent Common Stock and any party hereto dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c). No interest will be liable to paid or will accrue on any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official payable pursuant to any applicable escheat LawSection 2.2(c).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the "Certificates") whose shares were converted into the right to receive the merger consideration provided for in Section 2.1., (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of DRHI Common Stock, upon . Upon surrender of a Certificate for cancellation to the Exchange Agent for cancellation of one or more certificatesAgent, accompanied by a duly executed together with such letter of transmittal transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror DRHI Common Stock into and cash which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to the provisions of this Article IIISections 2.1. and 2.2. and the Certificate so surrendered shall forthwith be canceled. If any cash or any certificate representing DRHI Shares is to be paid to or issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, a certificate representing the proper number of shares of Acquiror DRHI Common Stock are to may be issued to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required by reason of the issuance of Acquiror shares of DRHI 5 Common Stock to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2., each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the certificate representing shares of DRHI Common Stock and cash in lieu of any party hereto fractional shares of DRHI Common Stock as contemplated by this Section 2.2. No interest will be liable to paid or will accrue on any former holder cash payable in lieu of Company any fractional shares of DRHI Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat LawStock.

Exchange Procedures. Promptly after the Effective Time, Parent shall ------------------- cause the Exchange Paying Agent will distribute to mail to each former Person who was, at the Effective Time, a holder of record of a certificate (a "Certificate") which immediately prior to ------------ the Effective Time represented outstanding Shares (and associated Company Common StockRights) entitled to receive the Merger Consideration pursuant to this Article II a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent) and instructions for use in effecting the surrender of the Certificates to the Paying Agent pursuant to such letter of transmittal. Upon surrender to the Exchange Paying Agent for cancellation of one or more certificatesa Certificate, accompanied by a duly executed together with such letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor: (i) the Merger Consideration for each Share formerly evidenced by such Certificate (with the portion of the Merger Consideration consisting of Parent Common Stock being evidenced by certificates representing that theretofore evidenced number of whole shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to Section 2.04), (ii) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.05(c) and (iii) any other dividends or other distributions to which such holder is entitled pursuant to Section 2.05(d), and such Certificate shall then be canceled. No interest shall accrue or be paid on the provisions Merger Consideration payable upon the surrender of this Article IIIany Certificate for the benefit of the holder of such Certificate, including any interest accrued in respect of the Payment Fund. If shares of Acquiror Common Stock are the payment under this Section 2.05(b) is to be issued made to a Person other than the Person in whose name the surrendered certificate or certificates are registeredformerly evidencing Shares is registered on the stock transfer books of the Company, it will shall be a condition of issuance of Acquiror Common Stock payment that the Certificate so surrendered certificate or certificates shall be endorsed properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any have paid all transfer or and other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of the surrendered certificate Certificate surrendered, or certificates or such Person shall establish have established to the satisfaction of Acquiror Parent that any such Tax has taxes either have been paid or is are not applicable. Notwithstanding After the foregoingEffective Time, neither the Exchange Agent nor any party hereto will holders of Certificates shall cease to have rights with respect to such Certificates (except such rights, if any, as they may have as dissenting shareholders), and except as aforesaid their sole rights shall be liable to any former holder of Company Common Stock exchange said Certificates for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official the amounts payable pursuant to any applicable escheat Lawthis Agreement.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, FNIS shall send, or will cause the Exchange Agent will distribute to send, to each former holder of record of a certificate or certificates representing outstanding Merger Shares that were converted into the right to receive the FNIS Common Shares and/or cash contemplated to be issued pursuant to this Article III, a letter of transmittal and instructions (which shall be in customary form and specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the certificates representing outstanding Company Common Stock, upon surrender Shares to the Exchange Agent Agent), for cancellation use in the exchange contemplated by this Section 3.4. Upon surrender of one or more certificatessuch certificate to the Exchange Agent, accompanied by together with a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stocktransmittal, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is such certificate shall be entitled to receive in exchange therefor a certificate representing the applicable portion of the FNIS Common Shares and cash contemplated to be issued pursuant to this Article III. Until surrendered as contemplated by this Section 3.4, each certificate representing Merger Shares shall be deemed at any time after the provisions Effective Time to represent only the right to receive the applicable portion of the FNIS Common Shares and/or cash contemplated to be issued pursuant to this Article III. If shares any portion of Acquiror such FNIS Common Stock are Shares and/or cash is to be issued paid to a Person other than the Person in whose name the surrendered certificate or certificates are representing Merger Shares is registered, it will shall be a condition of issuance of Acquiror Common Stock to such payment that the such certificate so surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes taxes required by reason as a result of the issuance of Acquiror Common Stock such payment to a Person other than the registered holder of the surrendered such certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax tax has been paid or is not applicablepayable. Notwithstanding If any certificate representing outstanding Company Shares shall have been lost, stolen or destroyed, upon the foregoingmaking of an affidavit of that fact by the Person claiming such certificate to be lost, neither stolen or destroyed and, if required by FNIS, the posting by such Person of a bond, in such reasonable amount as FNIS may direct, as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent nor any party hereto will deliver, in exchange for such lost, stolen or destroyed certificate, the applicable portion of the FNIS Common Shares and/or cash contemplated to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official issued pursuant to any applicable escheat Lawthis Article III.

Exchange Procedures. Promptly after the Effective TimeTime (but in no event more than three (3) business days thereafter), the Exchange Surviving Corporation shall cause the Paying Agent will distribute to (i) mail to each former holder of Shares represented by book-entry on the records of the Company Common Stockor the Company's transfer agent on behalf of the Company ("Book-Entry Shares"), upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced whose shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to Section 1.7(c) into the right to receive the Merger Consideration, a check in the amount of the number of Shares held by such holder as Book-Entry Shares multiplied by the Merger Consideration and any dividends (ii) mail to each holder of record of a certificate or distributions related thereto certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose shares were converted pursuant to Section 1.7(c) into the right to receive the Merger Consideration: (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify prior to the Effective Time); and (y) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration to which such former holder is entitled pursuant to Section 1.7(c). Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto (and such other customary documents as may reasonably be required by the Paying Agent), the holder of Company Common Stock is such Certificate shall be entitled to receive in exchange therefor the Merger Consideration to which such holder has a right to receive pursuant to Section 1.7(c) (less any applicable withholding Taxes in accordance with Section 1.8(g)), without interest, for each Share formerly represented by such Certificate, and the provisions of this Article IIICertificate so surrendered shall forthwith be canceled. If shares payment of Acquiror Common Stock are the Merger Consideration is to be issued made to a Person other than the Person in whose name the surrendered certificate or certificates are Certificate is registered, it will be a condition of issuance of Acquiror Common Stock payment that (i) the Certificate so surrendered certificate or certificates shall will be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange endorsed or a bank chartered under the Laws of the United States, or will otherwise be in proper form for transfer and that (ii) the Person requesting such payment shall pay will have paid to Parent or any agent designated by Parent any transfer or and other Taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of the such Certificate surrendered certificate or certificates or such Person shall establish will have established to the reasonable satisfaction of Acquiror the Surviving Corporation that any such Tax either has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 1.8, each Certificate shall be deemed at any time from and after the foregoingEffective Time to represent only the right to receive the Merger Consideration in cash, neither without interest, as contemplated by this Article I. For the Exchange Agent nor any party hereto will avoidance of doubt, no interest shall accrue or be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid on the amounts payable pursuant to any applicable escheat Lawthis Section 1.8 upon surrender of a Certificate.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time and in any event not later than the third business day following the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common StockShares, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the Shares shall pass, only upon surrender delivery of the Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company) and (ii) instructions for cancellation use in effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Shares in exchange for certificates representing whole shares of Company Parent Common Stock, certificates evidencing the Stock (or appropriate number of alternative arrangements shall be made by Parent if uncertificated shares of Acquiror Parent Common Stock into which such will be issued), cash in lieu of any fractional shares of Company Parent Common Stock were converted pursuant to the Merger Section 2.1(d) and any dividends or other distributions related thereto payable pursuant to Section 2.2(c). Upon surrender of Shares 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 Shares shall be entitled to receive in exchange therefor that number of whole shares of Parent Common Stock (after taking into account all Shares surrendered by such holder) to which such former holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book entry form unless a physical certificate is requested), payment by cash or check in lieu of Company fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 2.1(d) and any dividends or distributions payable pursuant to Section 2.2(c), and the provisions of this Article IIIShares so surrendered shall forthwith be cancelled. If shares any portion of Acquiror Common Stock are the Merger Consideration is to be issued to registered in the name of a Person person other than the Person person in whose name the applicable surrendered certificate or certificates are Share is registered, it will shall be a condition of issuance of Acquiror Common Stock to the registration thereof that the surrendered certificate or certificates shall Share be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person person requesting such payment shall delivery of the Merger Consideration pay any transfer or other similar Taxes required by reason as a result of such registration in the issuance name of Acquiror Common Stock to a Person person other than the registered holder of the surrendered certificate such Share or certificates or such Person shall establish to the satisfaction of Acquiror the Exchange Agent that any such Tax has been paid or is not applicablepayable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Share shall be deemed at any time after the foregoingEffective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any amount payable pursuant to Section 2.1(d) or Section 2.2(c). If any certificate representing any Share(s) shall have been lost, neither stolen or destroyed, Parent may, in its discretion and as a condition precedent to the issuance of any certificate or evidence of shares in book-entry form representing Parent Common Stock, require the owner of such lost, stolen or destroyed certificate representing any Share(s) to provide a customary affidavit and to deliver a bond in a reasonable amount as Parent may reasonably direct as indemnity against any claim that may be made against the Exchange Agent nor any party hereto will be liable Agent, Parent or the Surviving Corporation with respect to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawsuch certificate representing such Share(s).

Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute Parent shall cause to be mailed to each former person who was, immediately prior to the Effective Time, a holder of Company Common Stock, upon surrender record of Shares (other than Excluded Shares) entitled to receive the Exchange Agent for cancellation of one or more certificates, accompanied by Merger Consideration pursuant to Section 2.01(a): (i) a duly executed letter of transmittal (which shall be in customary form and shall specify that theretofore evidenced shares delivery shall be effected, and risk of Company Common Stockloss and title to such Shares shall pass, certificates only upon proper delivery of such Shares to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates evidencing such Shares or the appropriate number of shares of Acquiror Common Stock into Book-Entry Shares in exchange for the Merger Consideration which such shares of Company Common Stock were converted pursuant to holder has the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to Section 2.01(a). Upon (A) surrender of Certificates (or effective affidavits of loss in lieu thereof) to the provisions Paying Agent for cancellation, together with such letter of this Article IIItransmittal, duly completed and validly executed in accordance with the instructions thereto or (B) receipt by the Paying Agent of an “agent’s message” in the case of Book-Entry Shares, and, in each case, such other documents as may customarily be required by the Paying Agent, the holder of such Shares shall be entitled to receive in exchange therefor the Merger Consideration which such holder has the right to receive pursuant to Section 2.01(a), and the Certificates so surrendered shall forthwith be canceled. If shares In the event of Acquiror Common Stock are to a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificates so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that registered if the surrendered certificate or certificates Certificates representing such Shares shall be properly endorsedpresented to the Paying Agent, with signatures guaranteed accompanied by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, all documents required to evidence and effect such transfer or otherwise be in proper form for transfer transfer, and that the Person person requesting such payment shall pay any transfer or other Taxes required solely by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate and Book-Entry Share shall be deemed at all times after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive upon such surrender the Merger Consideration to which the holder thereof is entitled pursuant to this Article II. No interest shall be paid or will accrue on any party hereto will be liable cash payable to any former holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article II. Any holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered Book-Entry Shares shall not be required to deliver a public official Certificate to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to any this Article II. Payment of the applicable escheat LawMerger Consideration with respect to Book-Entry Shares shall be made only to the person in whose name such Book-Entry Shares are registered.

Exchange Procedures. Promptly As soon as reasonably practicable (and in any event no later than 10 days) after the Effective Time, the Exchange Agent will distribute Parent shall mail to each former holder of Company Common Stock, upon surrender record of a certificate or certificates which immediately prior to the Exchange Agent for cancellation of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (i) a letter of 10 transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other customary provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and any dividends or distributions related thereto such other customary documents as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor the amount of cash into which such former holder the shares of Company Common Stock is entitled to receive theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c), and the provisions Certificate so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror ownership of Company Common Stock are to which is not registered in the transfer records of the Company, payment shall be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror Common Stock payment to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the satisfaction of Acquiror the Surviving Corporation that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02(c), each Certificate shall be deemed at any time after the foregoingEffective Time to represent only the right to receive upon such surrender the amount of cash, neither without interest, into which the Exchange Agent nor any party hereto will be liable to any former holder shares of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c). No interest will be paid or will accrue on the cash payable upon the surrender of any applicable escheat LawCertificate under any provision of this Agreement.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Paying Agent will distribute to mail to each former person who, at the Effective Time, was a holder of Company Common Stockrecord of Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (in customary form, specifying that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Exchange Paying Agent of a Certificate for cancellation of one or more certificatescancellation, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other Table of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted Contents documents as reasonably may be required pursuant to such instructions, the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is such Certificate shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive in respect of the Shares formerly represented by such Certificate pursuant to Section 2.01(a), and the provisions Certificate so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror Common Stock are to ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that is registered if the surrendered certificate or certificates Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment issuance shall pay any transfer or other Taxes required by reason as a result of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate such payment or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at all times after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former receive upon such surrender the Merger Consideration to which the holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any applicable escheat Lawcash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Promptly Promptly, but in any event within ten Business Days after the Effective Time, Purchaser shall cause the Exchange Agent will distribute to mail to each former holder of record of a Company Common StockCertificate (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Purchaser may reasonably specify and (ii) instructions for effecting the surrender of such Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate to the Exchange Agent for cancellation together with such letter of one or more certificatestransmittal, accompanied by a duly executed letter and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of transmittal that theretofore evidenced shares of such Company Common Stock, certificates evidencing Certificate shall be entitled to receive in exchange therefor (A) the appropriate number of shares of Acquiror Purchaser Common Stock into which that such shares of Company Common Stock were converted holder has the right to receive pursuant to Section 1.8 (which shall be in uncertificated book-entry form unless a physical certificate is requested) and (B) a check in the Merger amount of the aggregate Cash Consideration that such holder has the right to receive pursuant to Section 1.8 and any dividends or distributions related thereto which for the cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III. If II, including cash in lieu of any fractional shares of Acquiror Purchaser Common Stock are pursuant to be issued Section 2.5 and dividends and other distributions pursuant to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it Section 2.3. No interest will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicablewill accrue on the Cash Consideration or on any cash payable pursuant to Section 2.3 or Section 2.5. Notwithstanding In the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder event of a transfer of ownership of Company Common Stock for any Acquiror which is not registered in the transfer records of Company, the proper number of shares of Purchaser Common Stock or (which shall be in uncertificated book-entry form unless a physical certificate is requested) and a check in the amount of the aggregate Cash Consideration that such holder has the right to receive pursuant to Section 1.8, the cash or in lieu of any fractional shares of Purchaser Common Stock pursuant to Section 2.5 and any dividends or other distributions thereon delivered to a public official which such holder is entitled pursuant to Section 2.3, may be issued and paid with respect to such Company Common Stock to such a transferee if the Company Certificate representing such shares of Company Common Stock is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable escheat Lawstock transfer taxes have been paid.

Exchange Procedures. Promptly As promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Paying Agent will distribute to mail to each former holder of shares of Common Stock (other than shares of Restricted Stock) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates, if any, shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent and which shall otherwise be in customary form reasonably satisfactory to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Each holder of record of shares of Common StockStock shall, (x) upon surrender to the Exchange Paying Agent for cancellation of one or more certificatesany such Certificate, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, or (y) upon receipt of Company Common Stockan “agent’s message” by the Paying Agent (or such other evidence, certificates evidencing if any, of transfer as the appropriate Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor the amount of cash which the number of shares of Acquiror Common Stock previously represented by such Certificate or the Uncertificated Shares, as applicable, shall have been converted into which such shares of Company Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled right to receive pursuant to Section 3.01(c), without any interest thereon and less any required withholding of taxes, and any Certificate so surrendered shall forthwith be canceled. In the provisions event of this Article III. If shares a transfer of Acquiror ownership of Common Stock are to which is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates Uncertificated Shares so transferred is registered if any such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other Taxes similar taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of the surrendered certificate such Certificate or certificates Uncertificated Shares or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered or transferred as contemplated by this Section 3.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of Company Common Stock for any Acquiror Common Stock such Certificate or cash or dividends or distributions thereon delivered to a public official Uncertificated Shares pursuant to this Article III. No interest shall be paid or will accrue on any applicable escheat Lawcash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article III.

Exchange Procedures. Promptly after At or following the Effective Time, the Exchange Agent will distribute to each former holder of Company Common StockClosing, upon surrender of a Certificate for cancellation to the Exchange Agent for cancellation of one or more certificatesPurchaser, accompanied by together with a duly executed letter Letter of transmittal Transmittal, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate whole number of shares of Acquiror Purchaser Common Stock into which such shares of Company Common Stock were converted holder has the right to receive pursuant to Section 2.06(a) and (ii) payment by check of funds in U.S. dollars representing the Merger and any dividends or distributions related thereto amount of cash in lieu of fractional shares, if any, which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII. If The shares represented by a Certificate so surrendered shall forthwith be cancelled. As soon as practicable after the Effective Time, the Purchaser shall mail the Letter of Transmittal and instructions to the holder of record of each Certificate that was not surrendered at the Closing. In the event of a transfer of ownership of shares of Acquiror Company Capital Stock that is not registered on the transfer records of the Company, a certificate representing the proper number of shares of Purchaser Common Stock are Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, may be issued to such transferee if the Certificate representing such shares of Company Capital Stock held by such transferee is presented to the Purchaser, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.08(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender a Person other than certificate representing shares of Purchaser Common Stock and cash in lieu of fractional shares, as provided in this Article II. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Purchaser, the granting by such Person of a contractual indemnity or the posting by such Person of a bond in whose name such reasonable amount as the surrendered Purchaser may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Purchaser will deliver in exchange for such lost, stolen or destroyed Certificate, a certificate or certificates are registeredrepresenting the proper number of shares of Purchaser Common Stock, it will together with a check for the cash to be a condition paid in lieu of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsedfractional shares, if any, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish respect to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder shares of Company Common Capital Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawformerly represented thereby.

Exchange Procedures. Promptly after the Effective Time, ADC shall cause the Exchange Agent will distribute to mail to each former holder of Company record of a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Xxxxxx Common Stock and that at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for whole shares of ADC Common Stock, upon surrender to the Exchange Agent for cancellation cash in lieu of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced any fractional shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant to the Merger Section 2.1(e) and any dividends or other distributions related thereto payable pursuant to Section 2.2(c). Upon surrender of Certificates for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificates shall be entitled to receive in exchange therefor the number of whole shares of ADC Common Stock to which such former holder is entitled pursuant to Section 2.1 (which, as required by the ADC By-Laws (as defined in Section 3.1(b)), shall be issued in uncertificated book entry form only), payment in lieu of Company Common Stock fractional shares which such holder is entitled to receive pursuant to Section 2.1(e) and any dividends or distributions payable pursuant to Section 2.2(c), and the provisions Certificates so surrendered shall forthwith be canceled. In the event of this Article III. If a transfer of ownership of Xxxxxx Common Stock which is not registered in the transfer records of Xxxxxx, the proper number of shares of Acquiror ADC Common Stock are to may be issued to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are is registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person requesting such payment issuance shall pay any transfer or other Taxes taxes required by reason of the issuance of Acquiror shares of ADC Common Stock to a Person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror ADC that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the foregoing, neither Effective Time to represent only the Exchange Agent nor right to receive the Merger Consideration (and any party hereto will amounts to be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official paid pursuant to Section 2.2(c)) upon such surrender. No interest shall be paid or shall accrue on any applicable escheat Lawamount payable pursuant to Section 2.1(e) or Section 2.2(c).

Exchange Procedures. Promptly As promptly as practicable (but no later than five Business Days) after the Effective Time, Parent and the Exchange Surviving Corporation shall cause the Paying Agent will distribute to mail to each former holder of Company Common Stockrecord of Certificates and to each holder of record of Book-Entry Shares, in each case whose shares were converted into the right to receive the Merger Consideration pursuant to Section 4.2(a), (i) a letter of transmittal, which shall be in reasonable and customary form, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent (or effective affidavits in lieu thereof in accordance with Section 4.3(f)) and which shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in surrendering the Certificates or Book-Entry Shares in exchange for the Merger Consideration payable with respect thereto. Upon surrender to the Exchange Paying Agent of a Certificate for cancellation of one (or more certificateseffective affidavits in lieu thereof in accordance with Section 4.3(f)), accompanied by together with a duly completed and validly executed letter of transmittal that theretofore evidenced shares transmittal, or receipt of Company Common Stockan “agent’s message” by the Paying Agent (or such other evidence, certificates evidencing if any, of transfer as the appropriate number Paying Agent may reasonably request) in the case of shares Book-Entry Shares, the holder of Acquiror Common Stock into such Certificate or Book-Entry Shares shall receive in exchange therefor the amount of cash which such the shares of Company Common Stock were converted pursuant to the Merger and any dividends theretofore represented by such Certificate or distributions related thereto which book-entry entitle such former holder of Company Common Stock is entitled to receive pursuant to the provisions of this Article III4 and the Certificate or Book-Entry Shares so surrendered shall then be cancelled. If shares No interest shall be paid or shall accrue on any cash payable to holders of Acquiror Certificates or Book-Entry Shares pursuant to the provisions of this Article 4. In the event of a transfer of ownership of Company Common Stock are to that is not registered in the transfer records of the Company, payment may be issued made to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and that the Person requesting such payment issuance shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock payment to a Person other than the registered holder of the surrendered certificate such Certificate or certificates Book-Entry Shares or such Person shall establish to the satisfaction of Acquiror Parent that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stockrecord of a certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES"), whose Shares were converted pursuant to Section 3.01(b) into the right to receive the Merger Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates evidencing shares of Parent Common Stock and, in lieu of any fractional shares thereof, cash, and if applicable, the cash portion of the Merger Consideration, payable pursuant to Section 3.01. Upon surrender of a Certificate for cancellation of one or more certificatesto the Exchange Agent, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, the holder of Company Common Stocksuch Certificate shall, certificates evidencing the appropriate number of shares of Acquiror Common Stock into which such shares of Company Common Stock were converted pursuant subject to the Merger immediately following sentence and any dividends or distributions related thereto which such former holder of Company Common Stock is Section 3.02(e), be entitled to receive pursuant to in exchange therefor the provisions of this Article IIIMerger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be canceled. If shares payment of Acquiror Common Stock are the Merger Consideration is to be issued made to a Person person other than the Person person in whose name the surrendered certificate or certificates are Certificate is registered, it will shall be a condition of issuance of Acquiror Common Stock to payment that the Certificate so surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange endorsed or a bank chartered under the Laws of the United States, or shall be otherwise in proper form for transfer and that the Person person requesting such payment shall pay have paid any transfer or and other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the Certificate surrendered certificate or certificates or such Person shall establish have established to the satisfaction of Acquiror Parent that any such Tax tax either has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 3.02(b), each Certificate shall be deemed at any time after the foregoingEffective Time, neither for all corporate purposes, other than the Exchange Agent nor any party hereto will be liable payment of dividends, to any former holder evidence the ownership of the number of full shares of Parent Common Stock into which such shares of the Company Common Stock for shall have been so converted, and the right to receive an amount in cash in lieu of the issuance of any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawfractional shares in accordance with Section 3.01(g).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stocka Certificate (i) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon due delivery of the Certificates and other required documents to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify (ii) and instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (A) a certificate representing one or more certificatesParent Ordinary Shares (and the associated Parent Rights) representing, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockin the aggregate, certificates evidencing the appropriate whole number of shares of Acquiror Common Stock that such holder has the right to receive pursuant to Section 1.6(a) (after taking into which such account all shares of Company Common Stock were converted pursuant then held by such holder) and (B) a check in the amount (after giving effect to any required tax withholdings) equal to the Merger and any dividends or distributions related thereto which cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII, including cash in lieu of any fractional Parent Ordinary Shares pursuant to Section 2.5 and any unpaid dividends and other distributions to which such holder is entitled pursuant to Section 2.3, and the Certificate so surrendered shall forthwith be canceled. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it No interest will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicablewill accrue on any cash payable pursuant to Section 2.3 or Section 2.5. Notwithstanding In the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder event of a transfer of ownership of Company Common Stock for which is not registered in the transfer records of the Company prior to the Effective Time, one or more certificates evidencing, in the aggregate, the proper number of Parent Ordinary Shares and a check in the proper amount of cash in lieu of any Acquiror fractional Parent Ordinary Shares pursuant to Section 2.5 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.3 may be issued with respect to such Company Common Stock or cash or dividends or distributions thereon delivered to such a public official pursuant transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the ownership of such shares of Company Common Stock by such transferee and to evidence that any applicable escheat Lawstock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, the Exchange Agent will distribute Parent shall cause to be mailed to each former person who was, at the Effective Time, a holder of Company Common Stockrecord of Shares entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Exchange Paying Agent of a Certificate for cancellation of one or more certificatescancellation, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares of Company Common Stocktransmittal, certificates evidencing duly completed and validly executed in accordance with the appropriate number of shares of Acquiror Common Stock into which instructions thereto, and such shares of Company Common Stock were converted other documents as may be required pursuant to such instructions, the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly evidenced by such Certificate pursuant to Section 2.01(a), and the provisions Certificate so surrendered shall forthwith be canceled. In the event of this Article III. If shares a transfer of Acquiror Common Stock are to ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that is registered if the surrendered certificate or certificates Certificate representing such Shares shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer or other Taxes taxes required solely by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person person other than the registered holder of the surrendered certificate such Certificate or certificates or such Person shall establish to the reasonable satisfaction of Acquiror Parent that any such Tax tax has been paid or is not applicable. Notwithstanding Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at all times after the foregoing, neither Effective Time to represent only the Exchange Agent nor any party hereto will be liable right to any former receive upon such surrender the Merger Consideration to which the holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any applicable escheat Lawcash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause the Exchange Agent will distribute to mail to each former holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose shares were converted pursuant to Section 2.1(b) into Parent Common Stock (i) a letter of transmittal which shall specify that delivery shall be effective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent and the Company Common Stock, upon may reasonably specify; and (ii) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Exchange Agent for cancellation together with such letter of one or more certificatestransmittal, accompanied by a duly executed letter and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of transmittal such Certificate shall be entitled to receive in exchange therefor (A) a certificate or certificates representing that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Parent Common Stock into which representing, in the aggregate, the whole number of shares that such shares of Company Common Stock were converted holder has the right to receive pursuant to Section 2.1 and (B) a check in the Merger and any dividends or distributions related thereto which amount equal to the cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII, including cash in lieu of any dividends and other distributions made in accordance with Section 2.5 and cash in lieu of fractional shares pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be cancelled. If shares of Acquiror Common Stock are to be issued to a Person other than the Person in whose name the surrendered certificate or certificates are registered, it No interest will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicablewill accrue on any cash payable pursuant to Section 2.5 or Section 2.7. Notwithstanding In the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder event of a transfer of ownership of Company Common Stock for which is not registered in the transfer records of the Company, certificates evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount of cash in lieu of any Acquiror fractional shares of Parent Common Stock or cash or pursuant to Section 2.7 and any dividends or other distributions thereon delivered to a public official which such holder is entitled pursuant to Section 2.5, may be issued with respect to such Shares to such a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable escheat Lawstock transfer Taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Holdco shall cause the Exchange Agent will distribute to mail to each former holder of Company Common Stocka Certificate (a) a letter of transmittal that shall be in customary form and have such other provisions as Holdco may reasonably specify and that shall specify that delivery shall be effected, and risk of loss and title to such El Sitio Certificates shall pass, only upon surrender proper delivery of such El Sitio Certificates to the Exchange Agent and (b) instructions for cancellation effecting the surrender of such El Sitio Certificates in exchange for the El Sitio Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a El Sitio Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (a) one or more certificatesHoldco Common Shares (which shall be in uncertificated book-entry form unless a physical certificate is requested or is otherwise required by applicable law or regulation) representing, accompanied by a duly executed letter of transmittal that theretofore evidenced shares of Company Common Stockin the aggregate, certificates evidencing the appropriate whole number of shares of Acquiror Common Stock into which that such shares of Company Common Stock were converted holder has the right to receive pursuant to Sections 2.7, 2.8 and 2.9 (after taking into account all Holdco Common Shares then held by such holder) and (b) a check in the Merger and any dividends or distributions related thereto which amount equal to the cash that such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article III3, including cash in lieu of any fractional Holdco Common Shares pursuant to Section 3.5. If shares No interest will be paid or will accrue on any cash payable pursuant to Section 3.3 or 3.5. In the event of Acquiror a transfer of ownership that is not registered in the transfer records of El Sitio, one or more Holdco Common Stock are Shares evidencing, in the aggregate, the proper number of Holdco Common Shares, and a check in the proper amount of cash in lieu of any fractional Holdco Common Shares pursuant to Section 3.5, may be issued with respect to such El Sitio Common Shares to such a Person other than transferee if the Person in whose name El Sitio Certificate representing such El Sitio Common Shares is presented to the surrendered certificate or certificates are registeredExchange Agent, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed accompanied by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for all documents required to evidence and effect such transfer and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror evidence that any such Tax has applicable share transfer taxes have been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Lawpaid.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Merger SPV shall cause the Exchange Paying Agent will distribute to mail to each former holder of Company Common Stockrecord of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in customary form and have such other provisions as Merger SPV may reasonably specify), and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of one or more Certificates shall, upon surrender to the Exchange Paying Agent for cancellation of one such Certificate or more certificatesCertificates, accompanied by a duly executed together with such letter of transmittal that theretofore evidenced shares transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock into cash to which such shares holder is entitled pursuant to Section 3.01(a)(i), and the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock were converted pursuant to which is not registered in the transfer records of the Company, payment of the Merger and any dividends or distributions related thereto which such former holder of Company Common Stock is entitled to receive pursuant to the provisions of Consideration in accordance with this Article III. If shares of Acquiror Common Stock are to Section 3.02(b) may be issued made to a Person other than the Person in whose name the Certificate so surrendered certificate or certificates are registered, it will be a condition of issuance of Acquiror Common Stock that the surrendered certificate or certificates is registered if such Certificate shall be properly endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, endorsed or otherwise be in proper form for transfer (and that accompanied by all documents required to evidence and effect such transfer) and the Person requesting such payment shall pay any transfer or other Taxes taxes required by reason of the issuance payment of Acquiror Common Stock the Merger Consideration to a Person other than the registered holder of the surrendered certificate or certificates or such Person Certificate. No payment of Merger Consideration shall establish be paid to any holder of a Certificate with respect to the satisfaction Converted Shares represented by such Certificate until the holder of Acquiror that such Certificate shall have surrendered such Certificate in accordance with this Article III. Until surrendered as contemplated by this Section 3.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration to which such Tax has been holder is entitled to receive in respect of such Certificate pursuant to this Article III. Following the surrender of any Certificate, there shall be paid or is not applicable. Notwithstanding to the foregoing, neither record holder of the Exchange Agent nor any party hereto will be liable to any former holder Certificate representing whole shares of Company Common Stock for issued in exchange therefor, without interest, at the time of such surrender, the Merger Consideration payable in respect therefor in accordance with this Article III. No interest shall be paid or will accrue on any Acquiror Common Stock or cash or dividends or distributions thereon delivered payment to a public official holders of Certificates pursuant to any applicable escheat Lawthe provisions of this Article III.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the Exchange Agent will distribute shall mail to each former holder of Company Common Stockrecord of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon surrender delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Buyer may reasonably specify) and (ii) instructions for cancellation effecting the surrender of one or more certificates, accompanied by a duly executed letter of transmittal that theretofore evidenced the Certificates in exchange for certificates representing shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Buyer Common Stock into which such shares (plus cash in lieu of Company fractional shares, if any, of Buyer Common Stock were converted pursuant to the Merger and any dividends or distributions related thereto as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Buyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole shares of Buyer Common Stock which such former holder of Company Common Stock is entitled has the right to receive pursuant to the provisions of this Article IIIII plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c), and the Certificate so surrendered shall immediately be cancelled. If In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Acquiror Buyer Common Stock are plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions then payable pursuant to Section 2.2(c) may be issued or paid to a Person person other than the Person person in whose name the Certificate so surrendered certificate or certificates are is registered, it will if such Certificate is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be a condition deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of issuance of Acquiror Buyer Common Stock that the surrendered certificate or certificates shall be properly endorsed, with signatures guaranteed by a member firm plus cash in lieu of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise in proper form for transfer fractional shares pursuant to Section 2.2(e) and that the Person requesting such payment shall pay any transfer or other Taxes required by reason of the issuance of Acquiror Common Stock to a Person other than the registered holder of the surrendered certificate or certificates or such Person shall establish to the satisfaction of Acquiror that any such Tax has been paid or is not applicable. Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of Company Common Stock for any Acquiror Common Stock or cash or dividends or distributions thereon delivered to a public official then payable pursuant to any applicable escheat LawSection 2.2(c) as contemplated by this Section 2.2.