Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.

Exchange Procedures. Promptly Within five (5) business days after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Target Common Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Merger Consideration and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Target Common Stock will shall be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive the Merger Consideration pursuant Consideration. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each holder of an option under the Target Option Plans which is cancelled in accordance with Section 1.6 hereof5.10 instructions for use in effecting the surrender of the documentation for that option in exchange for the consideration payable per option share under Section 5.10. Upon surrender of the option documentation for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, the holder of such option shall be entitled to receive in exchange therefor the consideration payable per option share under Section 5.10, and the option shall be cancelled and the holder of that option shall have no further right to acquire any securities thereunder. Until so surrendered, each such outstanding option will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the right to receive the consideration payable per option share under Section 5.10.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.

Exchange Procedures. Promptly after following the Effective TimeTime (and in any event not later than the third (3rd) Business Day thereafter), Parent shall instruct the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Ordinary Shares that were outstanding immediately prior to the Effective Time (collectively, the ------------------- Surviving Corporation shall cause “Certificates”) and which were converted into the right to be mailed receive the applicable portion of the Merger Consideration pursuant to each Company Shareholder Section 2.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as Parent and/or the Exchange Agent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of the Merger Consideration. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Company Shareholder Exchange Agent (including any required Internal Revenue Service Form W-9 or Form W-8, or any Tax forms required under any other applicable law), the holders of such Certificates shall be entitled to receive in exchange therefor a certificate check or wire transfer of immediately available funds in the amount of U.S. dollars representing the number of shares issuable to such Company Shareholder as part applicable portion of the Original Purchase Price (less Merger Consideration that such holders have the number of shares of Parent Common Stock right to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf receive pursuant to Article VII hereof) Section 2.6, and the Certificate Certificates so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VIIcancelled. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive upon surrender thereof the applicable portion of the Merger Consideration that the holders thereof have the right to receive pursuant to Section 2.6. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Company Ordinary Share that is not registered in the transfer records of the Company, the applicable portion of the Merger Consideration that the holder thereof has the right to receive pursuant to Section 2.6 may be paid to a transferee if the Certificate representing such Company Ordinary 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. With respect to any Company Ordinary Shares held in uncertificated form (“Book-Entry Shares”), Parent shall cause the Exchange Agent to mail or otherwise deliver to each holder of Book-Entry Shares (x) materials advising such holder of the effectiveness of the Merger and the conversion of each of such holder’s Company Ordinary Shares into the Per Share Merger Consideration pursuant to Section 1.6 hereofthe terms of this Agreement upon the completion of the Merger, and (y) a check, deposit or wire transfer of immediately available funds (in Parent’s and Exchange Agent’s discretion) in the amount of the aggregate Per Share Merger Consideration payable to such holder with respect to such holder’s Company Ordinary Shares, in each case without any action by such holders.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately before the Effective Time represented outstanding shares of Company Shareholder Capital Stock and whose shares were exchanged for the right to receive shares of Parent Common Stock and Parent Warrants under Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Escrow Agent and shall be in such form and have such other provisions as Parent may and Company mutually and reasonably specifyagree before the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock and Parent Warrants. Upon surrender of a Certificate for cancellation to the Exchange Escrow Agent or to such other agent or agents as may be reasonably appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder former holder of such Certificate shall be entitled to receive in exchange therefor a certificate therefor, at the Closing, certificates representing the number of whole Parent Warrants or whole shares issuable to such Company Shareholder as part of Parent Common Stock (less, at the Original Purchase Price (less Closing, the number of shares of Parent Common Stock to be deposited in into the Escrow Fund (as defined in Article VIIescrow account under Section 1.8(i) on such holder's behalf pursuant to Article VII hereof) and Section 7.2), and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to before the Effective Time, represented repre-sented shares of Company Common Stock Capital Stock, will be deemed from and after the Effective Time, for all corporate purposes, purposes other than the payment of dividends and votingdividends, to evidence only the right ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock are to have been so exchanged. The holder of each Certificate shall receive Merger Consideration pursuant to Section 1.6 hereofsuch holder's respective pro rata portion of the number of Parent Warrants and shares of Parent Common Stock at the Closing based on the Warrant Distribution Ratio and the Exchange Ratio, respectively.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause the Paying Agent to be mailed mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Shareholder (iCommon Stock and whose shares are being converted into the Merger Consideration pursuant to Section 2.1(c) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall otherwise be in such a form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) containing instructions for effecting use by holders of Company Common Stock to effect the surrender exchange of the Certificates in exchange their shares of Company Common Stock for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents Consideration as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceledprovided herein. As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such Certificate or Certificates and subject to such letter of transmittal duly executed and completed in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to instructions thereto (together with such other documents as the Escrow Paying Agent may reasonably request) and acceptance thereof by the Paying Agent (as defined or, if such shares are held in Article VII) book-entry or other uncertificated form, upon the entry through a certificate or certificates representing that number book-entry transfer agent of shares the surrender of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will on a book-entry account statement (it being understood that any references herein to "Certificates" shall be deemed from to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the product of the Merger Consideration per share multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, each Certificate shall be deemed to evidence represent only the right to receive the product of the Merger Consideration pursuant to per share multiplied by the number of shares of Company Common Stock represented by such Certificate upon such surrender as contemplated by Section 1.6 hereof2.1. No interest will be paid or will accrue on any cash payable as Merger Consideration.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.

Exchange Procedures. Promptly As soon as reasonably practicable after the Merger Effective Time, and in any event within four (4) Business Days after the ------------------- Surviving Corporation Merger Effective Time, Holdco shall cause the Exchange Agent to be mailed mail to each Company Shareholder holder of record of an Eaton Certificate and to each holder of record of an Eaton Book Entry Share, which at the Merger Effective Time were converted into the right to receive the Merger Consideration pursuant to Clause 8.2(f)(i), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Eaton Certificates shall pass, only upon delivery of the Eaton Certificates to the Exchange Agent and shall be or, in such form and have such other provisions as Parent may reasonably specify) the case of Eaton Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of the Eaton Certificates and Eaton Book Entry Shares, as applicable, in exchange for payment of the Merger ConsiderationConsideration therefor. Upon surrender of a Certificate Eaton Certificates or Eaton Book Entry Shares (as applicable) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company Shareholder Exchange Agent, the holder of such Eaton Certificates or Eaton Book Entry Shares (as applicable) shall be entitled to receive in exchange therefor a certificate representing the therefor: (a) that number of shares issuable to Holdco Shares into which such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund holder’s Eaton Shares represented by such holder’s properly surrendered Eaton Certificates or Eaton Book Entry Shares (as defined in Article VIIapplicable) on such holder's behalf were converted pursuant to Article VII hereof) Clause 8.2(f)(i), and the Certificate Eaton Certificates or Eaton Book Entry Shares (as applicable) so surrendered shall forthwith be canceled. As soon as practicable after the Effective Timecancelled, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIIb) a certificate or certificates representing that number check in an amount of shares of Parent Common Stock U.S. dollars (after giving effect to any required withholdings pursuant to Clause 8.2(g)(ix)) equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf any cash dividends or other distributions that such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only holder has the right to receive pursuant to Clause 8.2(g)(iv) and the amount of any cash payable in lieu of any Fractional Entitlements that such holder has the right to receive pursuant to Clause 8.2(f)(i). No interest shall be paid or shall accrue for the benefit of holders of the Eaton Certificates or Eaton Book Entry Shares on the Merger Consideration pursuant to Section 1.6 hereofpayable in respect of the Eaton Certificates or Eaton Book Entry Shares.

Exchange Procedures. Promptly after the Merger Effective Time, and in any event no later than ten (10) Business Days after the ------------------- Surviving Corporation Merger Effective Time, SplitCo shall cause the Exchange Agent to be mailed mail to each Company Shareholder holder of record of a certificate which immediately prior to the Merger Effective Time represented outstanding shares of SiriusXM Common Stock (other than the Liberty Owned SiriusXM Shares) (the “Certificates”) which at the Merger 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 risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which shall be in such customary form and shall have such other provisions as Parent SplitCo may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration and any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.2(d). Each holder of shares in book-entry form which immediately prior to the Merger Effective Time represented outstanding shares of SiriusXM Common Stock (other than the Liberty Owned SiriusXM Shares and shares cancelled in accordance with Section 2.1(a)(ii)) (“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 payable pursuant to Section 2.1. In lieu thereof, each holder of record of one or more Book-Entry Shares may provide an “agent’s message” in customary form with respect to any Book-Entry Share (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Exchange Agent), or upon receipt by the Company Shareholder Exchange Agent of an appropriate agent’s message (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of book-entry transfer of Book-Entry Shares, each holder of such shares of SiriusXM Common Stock that have been converted into a right to receive the Merger Consideration shall be entitled to receive in exchange therefor a certificate therefor: (A) shares in book-entry form representing the that number of whole shares issuable of SplitCo Common Stock that such holder has the right to such Company Shareholder as part receive pursuant to the provisions of this Article II after taking into account all of the Original Purchase Price (less the number of shares of Parent SiriusXM Common Stock then held by such holder under all such Certificates so surrendered and Book-Entry Shares so exchanged and (B) any dividends or other distributions to be deposited in the Escrow Fund (as defined in Article VII) on which such holder's behalf holder is entitled pursuant to Article VII hereof) Section 2.2(d), and the Certificate Certificate(s) so surrendered and/or Book-Entry Share(s) so exchanged shall forthwith be canceled. As soon Until surrendered or exchanged as practicable contemplated by this Section 2.2(b), each Certificate and Book-Entry Share shall be deemed at any time after the Merger Effective Time, and subject Time to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence represent only the right to receive the Merger Consideration and any dividends or other distributions to which the holder of such Certificate or Book-Entry Share is entitled pursuant to Section 1.6 hereof2.2(d), in each case, without interest.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause the Paying Agent to be mailed mail or deliver to each Person (as hereinafter defined) who was, at the Effective Time, a holder of record of Company Shareholder (iCommon Stock and whose shares are being converted into the Merger Consideration pursuant to Section 2.1(c) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall otherwise be in such a form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) containing instructions for effecting use by holders of Company Common Stock to effect the surrender exchange of the Certificates in exchange their shares of Company Common Stock for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents Consideration as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceledprovided herein. As soon as reasonably practicable after the Effective Time, each holder of an outstanding Certificate or Certificates shall, upon surrender to the Paying Agent of such letter of transmittal duly executed and subject to and completed in accordance with the provisions instructions thereto (together with such other documents as the Paying Agent may reasonably request) and such Certificate or Certificates (or, if such shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number surrender of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will on a book-entry account statement (it being understood that any references herein to "Certificates" shall be deemed from to include references to book-entry account statements relating to the ownership of shares of Company Common Stock)), be entitled to an amount of cash (payable by check) equal to the Merger Consideration per share multiplied by the number of shares of Company Common Stock represented by such Certificate or Certificates. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of Certificates, and if such Certificates are presented to the Company for transfer, they shall be canceled against delivery of the Merger Consideration. If cash is to be remitted to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate so surrendered, or shall establish to the satisfaction of the Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), at any time after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, each Certificate shall be deemed to evidence represent only the right to receive the Merger Consideration pursuant to upon such surrender as contemplated by Section 1.6 hereof2.1. No interest will be paid or will accrue on any cash payable as Merger Consideration.

Exchange Procedures. (a) Promptly after the Effective Time, and in any event not later than the ------------------- third Business Day following the Effective Time, the Surviving Corporation shall cause the Exchange Agent to be mailed mail to each Company Shareholder 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 (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent may reasonably specifyspecify (such letter to be reasonably acceptable to the Company prior to the Effective Time) and (ii) instructions for effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor pursuant to Section 2.5 and any dividends or distributions to which such holder is entitled pursuant to Section 2.3. 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 completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company Shareholder Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of A) one or more shares of Parent Common Stock to (which shall be deposited in uncertificated book-entry form unless a physical certificate is requested) representing, in the Escrow Fund aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8 (as defined in Article VII) on after taking into account all shares of Company Common Stock then held by such holder's behalf pursuant to Article VII hereof) and (B) cash in the Certificate so surrendered shall forthwith be canceled. As soon as practicable after amount equal to cash that such holder has the Effective Time, and subject right to and receive in accordance with the provisions lieu of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of any fractional shares of Parent Common Stock equal pursuant to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited Section 2.5 and dividends and other distributions pursuant to Section 2.3 (in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agenteach case, each outstanding Certificate that, prior to the Effective Time, represented after taking into account all shares of Company Common Stock will then held by such holder). Notwithstanding anything contained in this Agreement to the contrary, no holders of Book-Entry Shares shall be deemed from and after required to deliver a Certificate or an executed letter of transmittal to the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 1.6 hereofthis Agreement.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) As soon as reasonably practicable after the Closing Date, Acquirer shall mail or instruct U.S. Bank National Association (or other bank or trust company as Acquirer may choose in its reasonable discretion (the “Paying Agent”)) to mail to every holder of record of Company Capital Stock that was issued and outstanding immediately prior to the Effective Time and that has not previously delivered its certificates or instruments, which immediately prior to the Effective Time represented issued and outstanding Company Capital Stock ( the “Converting Instruments”), with a properly completed and duly executed letter of transmittal in customary form (which the “Letter of Transmittal”) together with instructions for use of the Letter of Transmittal in effecting the surrender of the Converting Instruments into the right to receive a Pro Rata Portion of the Merger Consideration. The Letter of Transmittal shall specify that delivery of the Converting Instruments shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Converting Instruments shall pass, only upon delivery receipt thereof by Paying Agent, together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the Certificates to the Exchange Agent surrender of such Converting Instruments, and shall be in such form and have such other provisions as Parent Acquirer may reasonably specify) , including that the Converting Holders agree to be bound by the provisions of Section 1.5 and (ii) instructions for effecting ARTICLE 8 and agree to release the surrender Company and the Surviving Corporation from any claims, rights, liabilities and causes of action whatsoever based upon, relating to or arising out of the Certificates Converting Instruments. The Company will pay Merger Consideration due in exchange for In the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed Money Options through Company payroll and validly executed in accordance with the instructions thereto, the Company Shareholder no Converting Holder shall be entitled required to receive in exchange therefor a certificate representing deliver evidence of In the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereofMoney Options.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (ia) a letter of transmittal At least twenty-five (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates"25) which ------------ immediately Business Days prior to the Effective Time represented outstanding shares anticipated Closing Date, the SPAC shall appoint an exchange agent reasonably acceptable to the Company (the “Exchange Agent”) (it being understood and agreed, for the avoidance of doubt, that Continental Stock Transfer & Trust Company Common Stock whose shares were converted (or any of its Affiliates) shall be deemed to be acceptable to the Company) and enter into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon delivery of the Certificates to an exchange agent agreement with the Exchange Agent (the “Exchange Agent Agreement”) for the purpose of exchanging Certificates, if any, representing the Company Shares and shall be Company Restricted Share Awards and each Company Share or Company Restricted Share Award, as applicable, held in such book-entry form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting on the surrender stock transfer books of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, immediately prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Timein either case, for all corporate purposesthe portion of the Transaction Share Consideration issuable in respect of such Company Shares or Company Restricted Share Awards, other than the payment of dividends and votingas applicable, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof2.1(h) and on the terms and subject to the other conditions set forth in this Agreement. The Company, including through its transfer agent, shall reasonably cooperate with the SPAC and the Exchange Agent in connection with the appointment of the Exchange Agent, the entry into the Exchange Agent Agreement (including, if necessary or advisable, as determined in good faith by the SPAC, by also entering into the Exchange Agent Agreement in the form agreed to by the SPAC and the Exchange Agent) and the covenants and agreements in this Section 2.5 (including the provision of any information and/or documentation otherwise required by the Exchange Agent Agreement for the Exchange Agent to fulfill its duties as the Exchange Agent in connection with the transactions contemplated hereby). At least twenty-one (21) Business Days prior to the anticipated Closing Date, to the extent required by the Exchange Agent Agreement, the SPAC shall provide its transfer agent with (i) a list of the names, addresses, share amounts and certificate detail of holders of SPAC Shares or SPAC New Shares of record as of the applicable record date, (ii) the Company Equityholder list to the extent provided to the SPAC by the Company or the Company’s transfer agent, and (iii) totals of the amounts of SPAC Shares and SPAC New Shares to be outstanding immediately following the Closing. At least ten (10) Business Days prior to the anticipated Closing Date, the Company shall provide the Exchange Agent with (x) a legal opinion of the Company’s counsel, in form and substance reasonably acceptable to the Exchange Agent, regarding the issuance of the Transaction Share Consideration in exchange for the Company Shares and the Company Restricted Stock Awards, as applicable, and (y) written instructions containing (A) a schedule of the Company Equityholders and the corresponding amount of SPAC New Shares to be received by such Company Equityholders, (B) any restrictions that will apply to such SPAC New Shares, and (C) a summary outline of the Transaction Share Consideration to be received by each Company Equityholder and SPAC Stockholder.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation Exchange Agent shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of whole shares of Parent Common Stock to be deposited in into which the Escrow Fund (as defined in Article VII) on such holder's behalf shares represented by the surrendered Certificate shall have been converted at the Effective Time pursuant to this Article VII hereof) I, payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6 and certain dividends and other distributions in accordance with Section 1.8(d), and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate certificate that, prior to the Effective Time, represented shares a share of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingor other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Prior to the Effective Time, Foilmark shall appoint a commercial bank or trust company satisfactory to Holopak to act as exchange and paying agent hereunder (the "Exchange Agent"). At the Effective Time, Foilmark shall deposit with the Exchange Agent, (i) certificates representing Foilmark Common Stock which immediately prior to the Effective Time represent a number of shares of Foilmark Common Stock required to be issued pursuant to Section 3.1(c) hereof in exchange for the issued and outstanding shares of Holopak Common Stock (together with cash as required to (x) pay any dividends or distributions with respect thereto in accordance with Section 4.2 hereof and (y) make payments in lieu of fractional shares of Holopak Common Stock pursuant to Section 3.3 hereof; and (ii) cash in an aggregate amount sufficient to pay the Cash Merger Consideration (collectively, the "Exchange Fund"). The Exchange Fund shall not be used for any other purpose except as provided for in this Agreement. Promptly after the Effective Time but in no event later than five business days after the Effective Time, the ------------------- Surviving Corporation Foilmark shall cause the Exchange Agent to be mailed mail to each Company Shareholder holder of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Holopak Common Stock (ithe "Holopak Share Certificates") a letter of appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding theretofore representing shares of Company Holopak Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon proper delivery of the Certificates such certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Holopak Share Certificates in exchange for the Merger Consideration. Upon The Exchange Agent may establish reasonable and customary rules and procedures in connection with its duties. After the Effective Time, each holder of shares of Holopak Common Stock (other than shares to be canceled pursuant to Section 3.2 of this Agreement or Dissenting Shares) issued and outstanding at the Effective Time shall surrender of a Certificate for cancellation the Holopak Share Certificates to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to promptly upon surrender thereof receive in exchange therefor a certificate representing the number consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares issuable (without interest thereon) pursuant to such Company Shareholder as part Section 4.2 of this Agreement. To the Original Purchase Price (less the number extent required by Section 3.3 of this Agreement, each holder of shares of Parent Holopak Common Stock issued and outstanding at the Effective Time also shall receive, upon surrender of the Holopak Share Certificates, cash in lieu of any fractional share of Foilmark Common Stock to which such holder may be deposited in otherwise entitled (without interest). Foilmark shall not be obligated to deliver the Escrow Fund (Merger Consideration to which any holder of Holopak Common Stock is entitled as defined in Article VII) on a result of the Merger until such holder surrenders such holder's behalf pursuant to Article VII hereof) and the Holopak Share Certificate for exchange as provided in this Section 4.1. The Holopak Share Certificate so surrendered shall forthwith be canceledduly endorsed as the Exchange Agent may reasonably require. As soon as practicable after Any other provision of this Agreement notwithstanding, neither the Effective Time, and subject Surviving Corporation nor the Exchange Agent shall be liable to and in accordance with the provisions a holder of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Holopak Common Stock equal for any amounts paid or property delivered in good faith to the Escrow Amounta public official pursuant to any applicable abandoned property Law. Such consideration shall be beneficially owned Adoption of this Agreement by the holders on whose behalf such consideration was deposited in shareholders of Holopak shall constitute ratification of the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to appointment of the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.

Exchange Procedures. Promptly As soon as reasonably practicable (and in any event within two (2) Business Days) after the Effective TimeClosing Date, Parent or the ------------------- Surviving Corporation Exchange Agent shall cause to be mailed to each Company Shareholder (i) mail a letter of transmittal (which shall specify that in customary form and substance to each Stockholder at the address set forth opposite each such Stockholder’s name on the Spreadsheet. After delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to letter of transmittal and any other documents (including applicable tax forms) that Parent or the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittalreasonably require in connection therewith (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and a certificate representing shares of Company Capital Stock (the “Company Shareholder Stock Certificates”), (i) Parent shall be entitled cause the Exchange Agent to receive pay to the holder of such Company Stock Certificate in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part cash portion of the Original Purchase Price Merger Consideration payable in respect thereto pursuant to Section 1.6(b)(i) and Section 1.6(b)(ii) (less the number cash amounts to be withheld and deposited in the Escrow Fund pursuant to Section 1.7(b)(ii) and the Representative Escrow Fund pursuant to Section 1.7(b)(iv)), and (ii) Parent shall cause its transfer agent to issue to the holder of such Company Stock Certificate the stock portion of the Merger Consideration issuable in respect thereto pursuant to Section 1.6(b)(i) (less the shares of Parent Common Stock to be withheld and deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Section 1.7(b)(ii)), and the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. As soon as practicable Until so surrendered, each Company Stock Certificate outstanding after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Time will be deemed from and after the Effective Timedeemed, for all corporate purposes, other than the payment of dividends and votingpurposes thereafter, to evidence only the right to receive the cash and stock amounts payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and validly executed Exchange Documents pursuant to Section 1.6 hereofhereto.

Exchange Procedures. Promptly As soon as reasonably practicable after the Merger Effective Time, and in any event within four (4) Business Days after the ------------------- Surviving Corporation Merger Effective Time, Holdco shall cause the Exchange Agent to be mailed mail to each Company Shareholder holder of record of an Eaton Certificate and to each holder of record of an Eaton Book Entry Share, which at the Merger Effective Time were converted into the right to receive the Merger Consideration pursuant to Clause 8.2(f)(i), (i) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Eaton Certificates shall pass, only upon delivery of the Eaton Certificates to the Exchange Agent and shall be or, in such form and have such other provisions as Parent may reasonably specify) the case of Eaton Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (ii) instructions for use in effecting the surrender of the Eaton Certificates and Eaton Book Entry Shares, as applicable, in exchange for payment of the Merger ConsiderationConsideration therefor. Upon surrender of a Certificate Eaton Certificates or Eaton Book Entry Shares (as applicable) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company Shareholder Exchange Agent, the holder of such Eaton Certificates or Eaton Book Entry Shares (as applicable) shall be entitled to receive in exchange therefor a certificate representing the therefor: (a) that number of shares issuable to Holdco Shares into which such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund holder’s Eaton Shares represented by such holder’s properly surrendered Eaton Certificates or Eaton Book Entry Shares (as defined in Article VIIapplicable) on such holder's behalf were converted pursuant to Article VII hereof) Clause 8.2(f)(i), and the Certificate Eaton Certificates or Eaton Book Entry Shares (as applicable) so surrendered shall forthwith be canceled. As soon as practicable after the Effective Timecancelled, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIIb) a certificate or certificates representing that number check in an amount of shares of Parent Common Stock U.S. dollars (after giving effect to any required withholdings pursuant to Clause 8.2(g)(ix)) equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf any cash dividends or other distributions that such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only holder has the right to receive pursuant to Clause 8.2(g)(iv). No interest shall be paid or shall accrue for the benefit of holders of the Eaton Certificates or Eaton Book Entry Shares on the Merger Consideration pursuant to Section 1.6 hereofpayable in respect of the Eaton Certificates or Eaton Book Entry Shares.

Exchange Procedures. Promptly after the Effective TimeTime of the Company Merger, the ------------------- Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record (as of the Effective Time of the Company Shareholder Merger) of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time of the Company Merger represented outstanding shares of the Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.9(a), cash in lieu of any fractional shares pursuant to Section 1.9(f) and any dividends or other distributions pursuant to Section 1.11(d): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing whole shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.9(f) and any dividends or other distributions pursuant to Section 1.11(d). Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the Company Shareholder holder of such Certificates shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of whole shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on after taking into account all Certificates surrendered by such holder's behalf ) to which such holder is entitled pursuant to Article VII hereofSection 1.9(a), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.9(f) and any dividends or distributions payable pursuant to Section 1.11(d), and the Certificate Certificates so surrendered shall forthwith be canceled. As soon as practicable after the Effective TimeUntil so surrendered, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective TimeTime of the Company Merger, for all corporate purposes, other than the payment of dividends and voting, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of the Company Common Stock shall have been so converted and the right to receive Merger Consideration an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.9(f) and any dividends or distributions payable pursuant to Section 1.6 hereof1.11(d).

Exchange Procedures. Promptly after the Effective Time, the Globespan ------------------- Surviving Corporation shall cause the Exchange Agent to be mailed mail to each Company Shareholder holder of a Virata Certificate (ia) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title (if a change of title is requested by the holder of the Virata Certificate on the transmittal letter) to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Virata Certificates shall pass, only upon proper delivery of the Virata Certificates to the Exchange Agent Agent, and which letter shall be in such customary form and have such other provisions as Parent Globespan or Virata may reasonably specifyspecify (such letter to be reasonably acceptable to Virata and Globespan prior to the Effective Time) and (iib) instructions for effecting the surrender of the such Virata Certificates in exchange for the Merger Consideration, together with any dividends and other distributions with respect thereto and any cash in lieu of fractional shares. Upon surrender of a Virata 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 completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company Shareholder Exchange Agent, the holder of such Virata Certificate shall be entitled to receive in exchange therefor a certificate representing (a) shares of Globespan Common Stock representing, in the aggregate, the whole number of shares issuable that such holder has the right to receive pursuant to Section 3.1 (after taking into account all shares of Virata Common Stock then held by such Company Shareholder as part holder) and (b) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of Globespan Common Stock pursuant to Section 3.7 and dividends and other distributions pursuant to Section 3.5. No interest will be paid or will accrue on any cash payable pursuant to Section 3.5 or Section 3.7. In the Original Purchase Price (less event of a transfer of ownership of Virata Common Stock that is not registered in the transfer records of Virata, one or more shares of Globespan Common Stock evidencing, in the aggregate, the proper number of shares of Parent Globespan Common Stock, a check in the proper amount of cash that such holder has the right to receive pursuant to the provisions of this Article III, including cash in lieu of any fractional shares of Globespan Common Stock pursuant to Section 3.7 and any dividends or other distributions to which such holder is entitled pursuant to Section 3.5, shall be issued with respect to such Virata Common Stock to be deposited in such a transferee if the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Virata Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered is presented to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for accompanied by all corporate purposes, other than the payment of dividends and voting, documents required to evidence only the right and effect such transfer and to receive Merger Consideration pursuant to Section 1.6 hereofevidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time, and in any event within five Business Days thereafter, the ------------------- Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record of a certificate formerly representing a share of Company Shareholder Common Stock (i“Certificates”) or any corresponding book-entry share of Company Common Stock (“Book-Entry Share”) whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (A) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall Certificates will pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall such letter of transmittal will be in such form and have such other provisions as Parent may reasonably specifycustomary form) and (iiB) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such Book-Entry Shares in exchange for the Merger Consideration. Upon Each holder of Certificates or Book-Entry Shares may thereafter until the first anniversary of the Effective Time surrender of a Certificate for cancellation such Certificates or Book-Entry Shares to the Exchange Agent or to Agent, as agent for such other agent or agents as may be appointed by Parentholder, together with such under cover of the letter of transmittal, . Upon delivery of a duly completed and validly executed in accordance with letter of transmittal and the instructions theretosurrender of Certificates or Book-Entry Shares on or before the first anniversary of the Effective Time, Parent shall cause the Company Shareholder shall be entitled Exchange Agent to receive pay the holder of such Certificates or Book-Entry Shares, in exchange therefor a certificate representing for the number of shares issuable to such Company Shareholder as part of the Original Purchase Price Certificates or Book-Entry Shares, (less X) the number of shares of Parent Common Stock to be deposited representing, in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and aggregate, the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that whole number of shares of Parent Common Stock that such holder has the right to receive, and (Y) cash or a check in an amount equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf amount such consideration was deposited holder is entitled to receive pursuant to this Article II, plus cash payable in the Escrow Fund and shall be available lieu of fractional shares of Parent Common Stock pursuant to compensate Parent as provided in Article VIISection 2.6. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented Certificates or Book-Entry Shares (other than shares of Company Common Stock held by Parent, Merger Sub, or any direct or indirect wholly owned Subsidiary of Parent, direct or indirect wholly owned Subsidiary of the Company or direct or indirect wholly owned Subsidiary of Merger Sub, and shares of Company Common Stock held in the treasury of the Company) will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only represent solely the right to receive the aggregate Merger Consideration relating to the shares of Company Common Stock represented by such Certificates or Book-Entry Shares. The Exchange Agent will, within five Business Days of any surrender of Certificates or Book-Entry Shares pursuant to this Section 2.5(b)(i), notify Parent of such surrender, whereupon Parent will, in accordance with its normal procedures for issuance of new shares, make the appropriate entries in Parent’s shareholders register in respect of the number of shares of Parent Common Stock issuable upon such surrender of Certificates or Book-Entry Shares pursuant to Section 1.6 hereof2.1(c), taking into account (to the extent applicable) the provisions of Section 2.5(b)(ii) below.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII VIII hereof) ), plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after On the Effective Time, and subject to and in accordance with the provisions of Article VII VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIIVIII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent. Such consideration As set forth in Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and such shares shall be available to compensate Parent as provided in Article VIIVIII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. (a) Promptly after the Effective Time, Buyer shall make available to Buyer’s transfer agent or another exchange agent selected by Buyer and reasonably acceptable to Target (the ------------------- Surviving Corporation “Exchange Agent”) for exchange in accordance with this Section 3.1 the shares of Buyer Common Stock issuable and the aggregate amount of any cash payable for fractional shares pursuant to this Agreement. Promptly after the Effective Time, Buyer and Target shall cause the Exchange Agent to be mailed mail (or in the case of the Depository Trust Company on behalf of “Street” holders, deliver) to each Company Shareholder holder of record of a certificate or certificates which represented shares of Target Common Stock immediately prior to the Effective Time (ithe “Certificates”) a letter of or Book-Entry Shares appropriate transmittal materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, such Certificates or Book-Entry Shares shall pass, only upon proper delivery of the such Certificates or Book-Entry Shares to the Exchange Agent and Agent). The Certificates or Book-Entry Shares of Target Common Stock so delivered shall be in such form and have such other provisions duly endorsed as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter reasonably require. In the event of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number transfer of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number ownership of shares of Parent Target Common Stock to be deposited represented by Certificates or Book-Entry Shares that is not registered in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and transfer records of Target, the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered Section 2.1 may be issued to a transferee if the Certificates or Book-Entry Shares representing such shares are delivered to the Exchange Agent, each outstanding Certificate that, prior accompanied by all documents required to evidence such transfer and by evidence satisfactory to the Effective TimeExchange Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, represented shares stolen, mislaid or destroyed, upon receipt of Company Common Stock will (i) an affidavit of that fact from the holder claiming such Certificate to be deemed from lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Buyer and after the Effective Time, for all corporate purposes, Exchange Agent may reasonably require and (iii) any other than the payment of dividends and voting, documents necessary to evidence only and effect the right bona fide exchange thereof, the Exchange Agent shall issue to receive Merger Consideration pursuant to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent, in connection with the distribution of the consideration provided in Section 1.6 hereof2.1.

Exchange Procedures. Promptly after following the Effective Time, (and in no event no more than ten Business Days after the ------------------- Surviving Corporation date of the Effective Time) Parent shall cause instruct the Paying Agent to be mailed mail to each holder of a certificate or certificates (or holders of Non-Employee Director Options) (“Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Common Stock, (i) a letter of transmittal (which that shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have contain such other customary provisions as Parent may reasonably specify) specify and which shall be reasonably satisfactory to the Company), and (ii) instructions for use of such letter of transmittal in effecting the surrender of the Certificates in exchange for the Merger Considerationsuch cash. Upon surrender of a Certificate for cancellation (or the relevant option documentation with respect to Non-Employee Director Options) to the Exchange Paying Agent (or to such receipt of an “agent’s message” by the Paying Agent (or any other agent or agents as evidence of transfer that the Paying Agent may be appointed by Parent, reasonably request) in the case of the transfer of Company Common Stock held in book-entry form) 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 Company Shareholder Paying Agent, each holder of such Certificate (or Non-Employee Director Option) shall be entitled to receive in exchange therefor a certificate representing therefor, and the number of shares issuable Paying Agent shall promptly distribute to such Company Shareholder as part of holder, a check for the Original Purchase Price (less cash amount that such holder has the number of shares of Parent Common Stock right to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf receive pursuant to Article VII hereofSection 1.8(a) or 1.9(b) in respect of such Certificate or Non-Employee Director Option, and the Certificate or relevant option documentation so surrendered shall forthwith be canceled. As soon as practicable after Until so surrendered, outstanding Certificates and option agreements held by former directors of the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration cash pursuant to Section 1.6 hereofSections 1.8(a) or 1.9(b).

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation Parent shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent as specified in such letter of transmittal or to such other agent or agents as may be appointed by ParentParent and are reasonably acceptable to the Company, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive promptly in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of whole shares of Parent Common Stock together with any dividends or other distributions to be deposited in the Escrow Fund (as defined in Article VII) on which such holder's behalf holder is entitled pursuant to Article VII hereofSection 1.8(d) and payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(d), and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly after Prior to the Effective TimeClosing, the ------------------- Surviving Corporation C1 shall cause to be mailed to each Company VEO Shareholder (i) a letter of transmittal (which shall be in such form and contain such provisions as C1 may reasonably specify and shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented represent outstanding shares of Company Common VEO Capital Stock whose shares were are converted into the right to receive such VEO Shareholder's pro rata portion of the Merger Consideration Shares pursuant to Section 1.6, 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) at the Closing), and (ii) instructions for use in effecting the surrender at the Closing of the Certificates in exchange for certificates representing such VEO Shareholder's pro rata portion of the Merger ConsiderationConsideration Shares. Upon surrender of a Certificate at the Closing for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentC1, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company VEO Shareholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a certificate bearing the legend set forth in Section 5.2 hereof representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price whole Consideration Shares (less the number of shares of Parent C1 Common Stock and C1 Series D' Preferred Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Section 1.8(b) and Article VII hereof) to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent C1 shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent C1 Common Stock and C1 Series D' Preferred Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent C1 as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common VEO Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereofownership of the number of full shares of C1 Common Stock or C1 Series D' Preferred Stock, as applicable, into which such shares of VEO Capital Stock shall have been so converted.

Exchange Procedures. Promptly after the Effective TimeTime (and in any event not later than five (5) Business Day following the Closing Date), the ------------------- Surviving Corporation shall cause the Paying Agent to be mailed mail to each Company Shareholder holder of record of Certificates or Book-Entry Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 3.1: (i) a letter of transmittal transmittal, which shall be in customary form reasonably acceptable to Parent and the Company (at the direction of the Special Committee) and contain such other provisions as Parent and the Company (at the direction of the Special Committee) may reasonably agree, and which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent and shall be Paying Agent, upon adherence to the customary procedures set forth 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 Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing cash, in the amount (after giving effect to any required withholding of Taxes) equal to (1) the number of shares issuable to Shares formerly represented by such Company Shareholder as part of Certificate multiplied by (2) the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. As soon promptly as practicable after the Effective TimeTime (and in any event within five (5) Business Days), the Surviving Corporation shall cause the Paying Agent to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 3.1(a) in respect of such Book-Entry Shares, without such holder being required to deliver a stock certificate to the Paying Agent; provided, that an “agent’s message” has been previously delivered to the Paying Agent regarding such Book-Entry Shares, and subject such Book-Entry Shares shall then cease to and in accordance with represent any right to receive the provisions Merger Consideration hereunder. No interest shall be paid or accrued on the Merger Consideration payable to holders of Article VII hereof, Parent shall cause Book-Entry Shares or Certificates. If any Merger Consideration is to be distributed paid to a Person other than a Person in whose name the Book-Entry Share or Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the Person requesting such exchange shall pay to the Escrow Paying Agent (as defined in Article VII) any transfer or other Taxes required by reason of payment of the Merger Consideration to a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, Person other than the payment registered holder of dividends and votingthe Book-Entry Share or Certificate surrendered, or shall establish to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereofreasonable satisfaction of the Paying Agent that such Tax has been paid or is not applicable.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) ), plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly after the Effective Time, Parent shall instruct the ------------------- Surviving Corporation shall cause Exchange Agent to be mailed mail to each holder of record of a certificate or certificates (“Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Shareholder Common Stock which were converted into shares of Parent Common Stock pursuant to Section 1.6 and to each holder of Dissenting Shares, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and acceptable to the Company), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, and (iii) such notification as may be required under the Merger ConsiderationCGCL to be given to the holders of Dissenting Shares. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holders of such Certificates shall be entitled to receive in exchange therefor a certificate certificates representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time (and any payment in lieu of fractional shares that such holders have the right to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf receive pursuant to Article VII hereofSection 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)), and the Certificate Certificates so surrendered shall forthwith be canceled. As soon as practicable after the Effective TimeUntil so surrendered, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the ownership of the number of whole shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted (and the right to receive Merger Consideration an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.6 hereof1.7(d)). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock and which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price (Parent Common Stock, less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) escrow on such holder's behalf pursuant to Article VII hereof) hereto, plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that the number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the 16 Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than that the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly Within ten (10) days after the Effective TimeDate of the Merger, the ------------------- Surviving Corporation Exchange Agent shall cause to be mailed mail to each Company Shareholder holder of record of a certificate or certificates which immediately prior to the Effective Date of the Merger represented outstanding shares of Chip & Chip Common Stock (the "CERTIFICATES") whose shares are being converted into shares of Aspec Common Stock pursuant to Section 3.1 hereof (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent Aspec may reasonably specify, including appropriate investment representations to be made by each such shareholder) (the "LETTER OF TRANSMITTAL") and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationshares of Aspec Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAspec, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Aspec Common Stock to be deposited in which the Escrow Fund (as defined in Article VII) on such holder's behalf holder of Chip & Chip Common Stock is entitled pursuant to Article VII Section 3.1 hereof) and the . The Certificate so surrendered shall forthwith be canceled. As soon as practicable No interest will accrue or be paid to the holder of any outstanding Chip & Chip Common Stock. From and after the Effective TimeDate of the Merger, and subject until surrendered as contemplated by this Section 3.4, each Certificate shall be deemed for all corporate purposes to and in accordance with evidence the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Aspec Common Stock equal into which the shares of Chip & Chip Common Stock represented by such Certificate have been converted. Notwithstanding the foregoing procedures, Aspec shall use its reasonable efforts to provide the form of Letter of Transmittal to Chip & Chip as soon as practical after the date hereof, and Chip & Chip shall provide such Letter of Transmittal to each Chip & Chip shareholder. The parties agree that in the event Aspec makes such Letter of Transmittal available to Chip & Chip, any Exchange Agent shall not be obligated to mail such Letter of Transmittal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereofChip & Chip shareholders.

Exchange Procedures. Promptly If not delivered previously by the Company, within five (5) Business Days after the Effective TimeClosing, Parent or the ------------------- Surviving Corporation shall cause to be mailed Exchange Agent will deliver to each Company Shareholder Participating Holder: (i) a letter of transmittal (the “Letter of Transmittal”) which shall specify that delivery of a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock held by such Participating Holder or Derivative Instruments shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, such Certificates and Derivative Instruments shall pass, only upon delivery of the such original Certificates and Derivative Instruments to the Exchange Agent Parent and shall be in such form and have such other provisions as Parent may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates or Derivative Instrument in exchange for the cash amount payable with respect thereto under this Agreement. The Letter of Transmittal shall indicate that applicable withholding Taxes with respect to the vesting of shares of Company Common Stock that are restricted stock will be withheld from the Merger ConsiderationConsideration otherwise payable to each Participating Holder who receives a payment upon the exchange of shares of Company Common Stock that are restricted stock, and that other amounts may be withheld from any Participating Holder in accordance with the terms of this Agreement. Upon Following the Effective Time and delivery to the Exchange Agent of a duly completed and executed Letter of Transmittal, together with surrender of a Certificate (or Certificates) or a Derivative Instrument (or Derivative Instruments) for cancellation to cancellation, as applicable, (x) the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder Participating Holder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part portion of the Original Purchase Price (less the number of shares of Parent Common Stock Closing Payment to be deposited in the Escrow Fund (as defined in Article VII) on which such holder's behalf Participating Holder is entitled pursuant to Article VII hereofSection 1.6, and (y) the Certificate(s) and the Certificate Derivative Instrument(s) so surrendered shall forthwith be canceled. As soon as practicable after Following the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentuntil so surrendered, each outstanding Certificate and Derivative Instrument that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive that portion of the Merger Consideration pursuant to Section 1.6 hereof.or other consideration determined in accordance with this Article I.

Exchange Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time, and in any event no later than seven (7) Business Days thereafter, Parent or the ------------------- Surviving Corporation shall cause the Payment Agent to be mailed mail to (x) each Company Shareholder (i) a letter holder of transmittal (which shall specify that delivery shall be effected, and risk record of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding of shares of Company Common Capital Stock whose shares that were converted into the right to receive the Merger cash payment pursuant to Section 1.7(a) (the “Company Stock Certificates”) and (y) each holder of a Company Warrant whose Company Warrants were converted into the right to receive a portion of the Aggregate Consideration pursuant to Section 1.6, shall pass, only upon delivery 1.8(d) at the address provided by the Company in the Final Allocation Certificate: (1) a letter of transmittal in substantially the Certificates to the Exchange Agent and shall be in such form and have such other provisions attached hereto as Parent may reasonably specifyExhibit E (a “Letter of Transmittal”) and (ii2) instructions for use in effecting the surrender of the Company Stock Certificates or Company Warrants, as the case may be, in exchange for the Merger Considerationapplicable cash amount set forth on the Final Allocation Certificate. The parties hereto acknowledge that the Company may provide the Letter of Transmittal to certain holders of Capital Stock agreed upon by the Company and Parent in writing (email pursuant to Section 9.1 being sufficient) prior to the Closing and, provided such Letters of Transmittal are completed and returned to the Payment Agent prior to the Closing and deemed to be effective at the Effective Time, Parent shall cause payment to be made to such holders of Capital Stock on, or promptly following, the Closing Date. Upon surrender of a Certificate Company Stock Certificates or Company Warrants for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPayment Agent, together with such letter Letter of transmittalTransmittal and any required Form W-9 or Form W-8, duly completed and validly executed in accordance with the instructions theretothereto (including all reasonably required deliverables), the holder of such Company Shareholder Stock Certificates or Company Warrants shall be entitled to receive in exchange therefor a certificate representing from the number of shares issuable Payment Agent upon surrender thereof the cash amount, to which such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf holder is entitled pursuant to Article VII hereofSection 1.7(a) or Section 1.8(d), as applicable, as set forth on the Final Allocation Certificate, and the Company Stock Certificate or Company Warrant so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VIIcancelled. Until surrendered to the Exchange Agentsurrendered, each outstanding Company Stock Certificate that, prior to the Effective Time, represented shares of or Company Common Stock Warrant will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, purposes to evidence only the right to receive Merger the cash amount (without interest) into which such shares of Company Capital Stock or Company Warrants shall have been so converted, as set forth on the Final Allocation Certificate. No portion of the Aggregate Consideration will be paid to the holder of any unsurrendered Company Stock Certificates or Company Warrants with respect to shares of Company Capital Stock or Company Warrants formerly represented thereby until the holder of record of such Company Stock Certificates or Company Warrants shall surrender such Company Stock Certificates or Company Warrants and the Letter of Transmittal pursuant to Section 1.6 hereofhereto.

Exchange Procedures. Promptly after following the Effective Time (but in no event later than five (5) Business Days following the Effective Time), the ------------------- Surviving Corporation Parent shall cause the Paying Agent to be mailed mail to each Company Shareholder holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates,” it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Shares) and whose Shares have been converted into the right to receive Merger Consideration pursuant to Section 2.1 (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 (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Paying Agent and which shall be include customary provisions with respect to delivery of an “agent’s message” with respect to Shares held in such form and have such other provisions as Parent may reasonably specifybook-entry form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly properly completed and validly executed duly executed, and such other customary documents as may be reasonably required pursuant to such instructions (or, if such shares are held in accordance with book-entry or other uncertificated form, upon the instructions theretoentry through a book-entry transfer agent of the surrender of such shares on a book-entry account statement), the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable Merger Consideration which such holder has the right to such Company Shareholder as part receive in respect of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on Shares formerly represented by such holder's behalf pursuant to Article VII hereof) Certificate, and the Certificate so surrendered shall forthwith be canceledcancelled. As soon No interest will be paid or accrued on any Merger Consideration payable to holders of Certificates. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any stock transfer Taxes applicable to such transfer have been paid. Until surrendered as practicable contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time, and subject Time to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence represent only the right to receive upon such surrender the Merger Consideration pursuant to Section 1.6 hereofin cash as contemplated by this Agreement, without interest thereon.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, the ------------------- Surviving Corporation Exchange Agent shall cause to be mailed mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock (the "CERTIFICATES") whose shares were converted into the right to receive shares of Parent Common pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and shall be in such form and have such other provisions as necessary to effect the intent of this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and subject to the requirements and restrictions of any other agreement between Parent and any holder of Company Capital Stock on or before the Effective Time, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) ), plus cash in lieu of fractional shares in accordance with Section 1.6(h), to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceledcancelled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which shares shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered to the Exchange Agentas contemplated by this Section 1.8, each outstanding Certificate that, immediately prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the ownership of the number of full shares of Parent Common into which such shares of Company Capital Stock shall have been so converted pursuant to this Agreement and Delaware Law and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6(h).

Exchange Procedures. Promptly after On the Effective TimeClosing Date, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Stockholders will surrender the certificates representing their Company Capital Stock (the "CertificatesCOMPANY CERTIFICATES") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be for cancellation together with a Letter of Transmittal in such substantially the form and have such other provisions attached hereto as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. EXHIBIT C. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal and a Stockholder Certificate in the form of EXHIBIT F hereto, duly completed and validly executed in accordance with the instructions thereto, the Exchange Agent will promptly deliver to the holder of such Company Shareholder shall be entitled to receive Certificate in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereofSECTION 1.8(b) and Article VII) to which such Stockholder is entitled pursuant to SECTION 1.6, and the Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence only the right to receive the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been converted pursuant to this Article I. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders holder on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the “Company Shareholder Stock Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock and which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Company Stock 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 Company Stock Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Shareholder Stock Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) on such holder's ’s behalf pursuant to Article VII hereof) ), rounded down to nearest number of whole shares in accordance with Section 1.6(i), to which such holder is entitled pursuant to Section 1.6, and the Company Stock Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Company Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Company Stock Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive Merger Consideration pursuant to ownership of the number of shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted, in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly (and in any event within two Business Days) after the Effective Time, to the ------------------- Surviving Corporation extent not previously delivered to the Shareholder, Parent shall cause to be mailed delivered to each Company Shareholder of record holding a Certificate (i) a letter of transmittal (which shall specify that delivery shall in a form to be effectedagreed among Parent, the Company and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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(a “Letter of Transmittal”) and (ii) instructions for use of the Letter of Transmittal in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable and/or issuable in respect therefor. Upon surrender submissions of such Letter of Transmittal to the Exchange Agent, together with 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(if applicable), duly completed and validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Exchange Agent), the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) therefor, and the Exchange Agent shall be instructed to pay or issue to the applicable recipient within two Business Days after such submission, the Consideration provided for herein, subject to Section 2.7. Until surrendered as contemplated by this Section 2.4(c), each Certificate so surrendered shall forthwith be canceled. As soon as practicable deemed at any time after the Effective Time, and subject Time to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence represent only the right to receive Merger the Consideration pursuant as contemplated by this Article II. Notwithstanding anything to the contrary in this Agreement, any 102 and 3(i) Consideration shall be transferred to the Section 1.6 hereof102 Trustee to be held in trust on behalf of the holders thereof, in accordance with the requirements of Section 102 and any regulations promulgated thereby, and the terms and conditions of the Options Tax Ruling or the Interim Options Tax Ruling, if obtained. Prior to Closing, the Company, the Exchange Agent and Parent shall implement all necessary arrangements to implement such trust process and provide documentation, in a form reasonably acceptable to Parent and the Exchange Agent, directing Parent and the Exchange Agent to deliver all such Consideration to the Section 102 Trustee and releasing Parent and the Exchange Agent from all further obligations and liability hereunder with respect to such Consideration upon such transfer to the Section 102 Trustee.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation Company shall cause the Exchange Agent to be mailed mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding Company Shareholder (i) Stock whose shares were converted into the right to receive shares of Surviving Company Common Stock pursuant to Section 2.1, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 the Surviving Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Surviving Company Common Stock and cash in lieu of the Merger Considerationfraction of a share of Surviving Company Common Stock, if any, pursuant to Section 2.5 hereof. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor therefor, a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of whole shares of Parent Surviving Company Common Stock and payment in lieu of fractional shares which such holder has the right to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf receive pursuant to Article VII hereof) Section 2.5, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive Merger Consideration the number of full shares of Surviving Company Common Stock into which such Company Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.5. Any portion of the shares of Surviving Company Common Stock deposited with the Exchange Agent pursuant to this Section 1.6 hereof2.6(c) which remains undistributed to the holders of the Certificates representing Company Common Shares for six (6) months after the Effective Time shall be delivered to Surviving Company, upon demand, and any holders of Company Stock who have not theretofore complied with this Article II shall thereafter look only to the Surviving Company for Surviving Company Common Stock, any cash in lieu of fractional shares of Surviving Company Common Stock and any dividends or distributions with respect to Surviving Company Common Stock to which such holders may be entitled.

Exchange Procedures. Promptly after the Effective Time, but in no event later than ten (10) business days following the ------------------- Effective Time, the Surviving Corporation shall cause to be mailed to each Company Shareholder (i) holder of record of a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate or certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the shares of Parent Common Stock from Merger Consideration Sub pursuant to Section 1.6, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon 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 certificates representing shares of Parent Common Stock. Promptly after the Merger ConsiderationEffective Time, but in no event later than ten (10) business days following the Effective Time, the Surviving Corporation shall cause to be mailed to the Company Stockholders other than the Signing Stockholders, notice of dissenters rights pursuant to Georgia Law Sections 14-2-1301, et. Seq. and a private placement memorandum. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions (the Company Shareholder "Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in with the Escrow Fund (as defined in Article VII) Agent on such holder's behalf pursuant to Article VII hereofSection 1.6 and Section 8.2(a) hereof and the Escrow Agreement), plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after At the Effective TimeClosing, and subject to and in accordance with the provisions of Article VII hereofSection 8.2(a) hereof and the Escrow Agreement, Parent shall cause to be distributed delivered to the Escrow Agent (as defined in Article VII) a certificate or Agent, on behalf of the holders of Certificates, certificates representing that number of shares of Parent Common Stock equal to the Escrow AmountShares which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in with the Escrow Fund Agent as set forth in Section 8.2(a) and the Escrow Agreement and shall be available to compensate reimburse Parent as provided in Article VIISections 8.2(a), 8.3(a) and the Escrow Agreement. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly Parent will cause the Paying Agent to mail, as soon as reasonably practicable after the Effective Time (but in no event more than three Business Days thereafter), to each Person who was, at the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) a letter holder of transmittal (which shall specify that delivery shall be effected, and risk record of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares) whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 1.62.7, shall (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Company Common Stock will pass, only upon proper delivery of the Certificates Company Common Stock to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates certificates evidencing such shares of Company Common Stock (each, a “Certificate” and together, the “Certificates”) or the non-certificated shares of Company Common Stock (“Book-Entry Shares”) in exchange for the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.11) for cancellation to the Exchange Paying Agent in the case of a transfer of shares of Company Common Stock represented by Certificates or to such other agent or agents as may be appointed receipt by Parentthe Paying Agent of an agent’s message in the case of a transfer of Book-Entry Shares, together with such letter of transmittal, duly completed executed (in the case of Company Common Stock represented by Certificates), and validly executed such other documents as may reasonably be required by the Paying Agent in accordance with the instructions theretoterms of such materials and instructions, the Company Shareholder shall holder of such Certificate or Book-Entry Shares will be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less for the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock represented by such Certificate and for such Book-Entry Shares, and Parent will be deemed from cause the Paying Agent to pay and after deliver in exchange therefor as promptly as practicable, in respect of such Certificate and Book-Entry Shares, the Effective Time, for all corporate purposes, other than the payment amount of dividends and voting, to evidence only the right to receive Merger Consideration that such holder is entitled to pursuant to Section 1.6 hereof2.7. The Certificates so surrendered and the Book-Entry Shares of such holders will be cancelled. No interest will be paid or accrue on any cash payable upon surrender of any Certificate or upon conversion of any Book-Entry Shares.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause the Exchange Agent to be mailed mail to each holder of record of shares of Company Shareholder Capital Stock outstanding immediately prior to the Effective Time (other than Excluded Shares): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates (or satisfactory alternative arrangements in connection with lost Certificates, as provided in Section 1.10) in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock and Promissory Notes. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII VIII hereof), plus a portion of the Aggregate Cash Component (less the amount of the Aggregate Cash Component, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof but including cash in lieu of fractional shares and any unpaid dividends or other distributions in respect of such Parent Common Stock pursuant to Section 1.8(d)) evidenced by a Promissory Note (as provided in Section 1.6(h)) in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIIVIII) a certificate or certificates representing that number of shares of Parent Common Stock and the Escrow Note collectively equal to the Escrow Amount. Such consideration , and such shares of Parent Common Stock shall be beneficially owned by the holders on whose behalf such consideration was deposited registered in the name of the Escrow Fund Agent. As set forth in Section 8.2(c)(iii), such shares and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.Escrow Note (or cash

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation Company shall cause the Paying Agent to be mailed mail (or in the case of the Depository Trust Company, deliver) to each Company Shareholder registered holder of Shares (other than holders of Excluded Shares) (i) a letter of transmittal in customary form for a Cayman Islands incorporated company specifying how the delivery of the Per Share Merger Consideration to registered holders of the Shares (which shall specify that delivery other than Excluded Shares) shall be effected, and risk such letter of loss and title transmittal to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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) agree and (ii) instructions for effecting the surrender of share certificates, if any, representing Shares (the “Share Certificates”) (or affidavits and indemnities of loss in lieu of the Share Certificates as provided in ‎Section 3.2(g)) and such other documents as may be required in exchange for the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation delivery to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together of all documents required in accordance with the terms of such letter of transmittal, duly completed executed (including, in the case of any Shares represented by a Share Certificate, such Share Certificate or an affidavit and validly executed indemnity of loss in accordance with lieu of the instructions theretoShare Certificate as provided in Section 3.2(g)), the Company Shareholder applicable registered holder of Shares (other than Excluded Shares), including Shares that are represented by a Share Certificate and Shares that are not represented by a Share Certificate (“Uncertificated Shares”), shall be entitled to receive in exchange therefor for the cancellation of such Shares a certificate representing check, in the amount equal to (x) the number of shares issuable to Shares represented by such Company Shareholder as part Share Certificate (or affidavit and indemnity of loss in lieu of the Original Purchase Price (less Share Certificate as provided in Section 3.2(g)) or the number of shares of Parent Common Stock to be deposited in Uncertificated Shares multiplied by (y) the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Per Share Merger Consideration, and the any Share Certificate so surrendered shall forthwith be canceledmarked as cancelled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior Prior to the Effective Time, represented shares Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (i) the Paying Agent will transmit to the Depositary promptly following the Effective Time an amount in cash in immediately available funds equal to the product of Company Common Stock (x) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than any ADSs representing any Excluded Shares) and (y) the Per ADS Merger Consideration; (ii) the Depositary will distribute the Per ADS Merger Consideration to ADS holders (other than holders of any ADSs representing any Excluded Shares) pro rata to their holdings of ADSs upon surrender by them of the ADSs and (iii) the Depositary shall return to the Surviving Company, or at the Surviving Company’s direction, any amounts transmitted to the Depositary pursuant to the immediately preceding clause (i) that remain with the Depositary and unclaimed by any ADS holder at the date that is twelve (12) months after the Closing Date. Pursuant to the Deposit Agreement, the ADS holders will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding taxes if any) due to or incurred by the Depositary in connection with distribution of the Per ADS Merger Consideration to ADS holders. No interest will be deemed from paid or accrued on any amount payable in respect of the Shares or ADSs. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, a check for the aggregate Per Share Merger Consideration payable in respect of such Shares may be issued to such transferee, if all documents reasonably required by the Paying Agent or the Surviving Corporation to evidence and after effect such transfer and to evidence that any applicable share transfer taxes have been paid or are not applicable and all other required documents are presented to the Paying Agent, accompanied by the Share Certificates (if any) that immediately prior to the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereofTime represented such Shares.

Exchange Procedures. Promptly after Concurrently with the Effective Timemailing of the Proxy Statement, the ------------------- Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each Company Shareholder holder of record of a Certificate and to each holder of record of a Book Entry Share, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) in a form reasonably acceptable to Parent and shall be in such form and have such other provisions as Parent may reasonably specify) the Company, and (iiB) instructions for use in effecting the surrender of the Certificates and Book Entry Shares, as applicable, in exchange for payment and issuance of the Merger ConsiderationConsideration therefor. Upon surrender of a Certificate Certificates or Book Entry Shares (as applicable) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company Shareholder Exchange Agent, the holder of such Certificates or Book Entry Shares (as applicable), from and after the Effective Time, shall be entitled to receive in exchange therefor a certificate representing the therefor: (x) that number of shares issuable to Parent Shares into which such Company Shareholder as part of the Original Purchase Price (less the number of holder’s shares of Parent Company Common Stock to be deposited in the Escrow Fund represented by such holder’s properly surrendered Certificates or Book Entry Shares (as defined in Article VIIapplicable) on such holder's behalf are being converted pursuant to Article VII hereof) Section 3.06(a), and the Certificate Certificates or Book Entry Shares (as applicable) so surrendered shall forthwith be canceled. As soon as practicable after the Effective Timecancelled, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIIy) a certificate or certificates representing that number check in an amount of shares of Parent Common Stock U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.06(e)(vii) below) equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf any cash dividends or other distributions that such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only holder has the right to receive Merger Consideration pursuant to Section 1.6 hereof3.06(e)(iv) below. No interest shall be paid or shall accrue for the benefit of holders of the Certificates or Book Entry Shares on the Merger Consideration payable in respect of the Certificates or Book Entry Shares.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock (the “Certificates”) and which shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, (i) a letter of transmittal in customary form (which letter of transmittal shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration and cash in lieu of fractional shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretocontained therein, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number Merger Consideration and cash in lieu of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of fractional shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on which such holder's behalf holder is entitled pursuant to Article VII hereof) Section 1.8, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentsurrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive the Merger Consideration pursuant and cash in lieu of fractional shares of Parent Common Stock. No interest will be paid or accrued on the Cash Payment or on any cash to be paid in lieu of fractional shares of Parent Common Stock. Notwithstanding anything to the contrary contained herein, Certificates surrendered for exchange by any Person constituting a Company Affiliate for purposes of Section 1.6 hereof.5.13 shall not be exchanged until Parent has received from such Person a Company Affiliate Agreement substantially in the form attached hereto as Exhibit D.

Exchange Procedures. Promptly after As promptly as practicable following the Effective TimeTime and in any event not later than the fourth Business Day thereafter, the ------------------- Surviving Corporation shall cause the Paying Agent to be mailed mail to each Company Shareholder holder of record of a Certificate or Book-Entry Share (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery receipt of the Certificates to or Book-Entry Shares by the Exchange Agent Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify, and which shall be in form reasonably satisfactory to the Company and shall be submitted to the Company’s review at least five (5) and days prior to the estimated date of the Effective Time), (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration for the number of Company Ordinary Shares previously represented by such Certificate or Book-Entry Share and (iii) a declaration in which the beneficial owner of Company Ordinary Shares underlying a Certificate or Book-Entry Share provides certain information necessary for Parent to determine whether any amounts need to be withheld from the Merger Consideration payable to such beneficial owner pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling (as defined herein), if obtained). Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Paying Agent), the Company Shareholder holder of such Certificate or Book-Entry Share shall be entitled to receive promptly paid in exchange therefor a certificate representing the number of shares issuable Merger Consideration without interest and subject to any applicable withholding Tax, for each Company Ordinary Share formerly represented by such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. As soon If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered or whose name appears on the records of a nominee company (Chevra Le’Rishumim) in accordance with such duly completed and validly executed letter of transmittal, it shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and reasonably satisfactory to Parent and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established, to the reasonable satisfaction of the Surviving Corporation, that such tax either has been paid or is not applicable. Until surrendered as practicable contemplated by this Section 2.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time, and subject Time to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence represent only the right to receive the Merger Consideration pursuant Consideration, as contemplated by this Article II, without interest and subject to Section 1.6 hereofany applicable withholding Tax.

Exchange Procedures. Promptly after At the Effective TimeClosing, the each holder of record ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) of a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate or certificates (the "Certificates") which ------------ immediately prior to ------------ the Effective Time represented outstanding shares of Company Target Common Stock whose shares were converted into the right to receive the Merger Consideration shares of Acquiror Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, shall pass, only upon delivery of the surrender such Certificates. The Acquiror shall deliver such 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 effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such a letter of transmittal, duly completed and validly executed by each Target stockholder in accordance with the instructions thereto, and the Company Shareholder Exchange Agent shall be entitled deliver to receive each Target stockholder in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price (Acquiror Common Stock less the number of shares of Parent Acquiror Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Section 6 below and payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, each Certificate will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereofSection 6 below, Parent Acquiror shall cause to be distributed to the Escrow Agent (as defined in Article VIISection 6 below) a certificate or certificates representing that number representing, with respect to each Target stockholder, fifteen percent (15%) of the shares of Parent Acquiror Common Stock equal otherwise issuable to such stockholder, which shall be registered in the name of the Escrow AmountAgent as nominee for the holders of Certificates cancelled pursuant to this Section 1.7. Such consideration shares shall be beneficially owned by the such holders on whose behalf such consideration was deposited and shall be held in the Escrow Fund escrow and shall be available to compensate Parent Acquiror for certain damages as provided in Article VIISection 6 below. Until surrendered to To the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, extent not used for all corporate such purposes, other than the payment of dividends and votingsuch shares shall be released, to evidence only the right to receive Merger Consideration pursuant to all as provided in Section 1.6 hereof6 below.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the ------------ Effective Time represented outstanding shares of Company Shareholder Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII VIII hereof) ), plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIIVIII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund as set forth in Section 8.2(c)(iii) and shall be available to compensate Parent as provided in Article VIIVIII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, the ------------------- Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Common Stock and which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (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 (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof), plus cash in lieu of fractional shares in accordance with Section 1.6(f), to which such holder is entitled pursuant to Section 1.6, and any dividends or other distributions to which holder is entitled pursuant to Section 1.8(d) (collectively, the "ADDITIONAL PAYMENTS"), and the Certificate so surrendered shall forthwith be canceledcancelled. As soon as practicable after At the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to From the Exchange AgentClosing and until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than to represent solely (i) ownership of the payment number of dividends full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so exchanged and voting, to evidence only (ii) the right to receive Merger Consideration pursuant to Section 1.6 hereofthe Additional Payments, if any.

Exchange Procedures. (A) Promptly after the Merger Effective Time, ListCo shall cause the ------------------- Surviving Corporation shall to cause the Exchange Agent to be mailed mail to each Company Shareholder holder of record of a certificate or certificates which immediately prior to the Merger Effective Time represented outstanding Willow Shares (ithe “Willow Certificates”) or non-certificated Willow Shares represented by book-entry (“Willow Book-Entry Shares”) and whose Willow Shares were converted pursuant to Clause 8.5(f) into the right to receive the Merger Consideration (1) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 125 Willow Certificates shall pass, only upon delivery of the Willow Certificates to the Exchange Agent or, in the case of Willow Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and shall be in such form and have such other provisions as Parent ListCo may reasonably specify) specify and (ii2) instructions for use in effecting the surrender of the Willow Certificates (or affidavits of loss in lieu thereof) and Willow Book-Entry Shares, as applicable, in exchange for payment of the Merger ConsiderationConsideration therefor. Upon surrender of a Certificate Willow Certificates (or affidavits of loss in lieu thereof) or Willow Book-Entry Shares (as applicable) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company Shareholder Exchange Agent, the holder of such Willow Certificates or Willow Book-Entry Shares (as applicable) shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf Merger Consideration pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereofClause 8.5(f)(i), Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing and any amounts that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only holder has the right to receive Merger Consideration in respect of dividends or other distributions on Willow Shares pursuant to Section 1.6 hereofClause 8.5(g)(vi) for each Willow Share formerly represented by such Willow Share or Willow Book-Entry Share, to be mailed within five (5) business days after the later to occur of (x) the Merger Effective Time and (y) the Exchange Agent’s receipt of such Willow Certificate (or affidavit of loss thereof) or Willow Book-Entry Share, and the Willow Certificate (or affidavit of loss thereof) or Willow Book-Entry Share so surrendered shall be forthwith cancelled.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed or delivered to each holder of record of a certificate or certificates (the “Certificates”) that represented as of the Effective Time outstanding shares of Company Shareholder (i) Capital Stock to be exchanged pursuant to Section 1.6, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify, including acknowledgement of the provisions of Article VII) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the applicable Merger ConsiderationConsideration therefor. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of i) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.6 (after taking into account all shares of Company Capital Stock then held by such holder) and (ii) a check for the cash portion of the Merger Consideration represented by such Certificate (less the portion of the Escrow Fund to be deposited in the Escrow Fund (as defined in Article VII) on such holder's ’s behalf pursuant to Article VII hereofthis Section 1.13(c)). No interest will be paid or will accrue on any cash payable for the cash portion of the Merger Consideration or pursuant to Section 1.13(i) and the or Section 1.13(j). The Certificate so surrendered shall forthwith be canceled. As soon as practicable after At the Effective Time, and subject to and in accordance with the provisions of Article VII hereofVII, Parent shall cause pay to the escrow agent under the Escrow Agreement (the “Escrow Agent”) on behalf of the Stockholders, the Escrow Amount, which shall be distributed to held by the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to nominee for the Stockholders. The Escrow Amount. Such consideration Fund shall be beneficially owned by the holders on whose behalf such consideration was deposited Stockholders and shall be held in the Escrow Fund escrow and shall be available to compensate indemnify the Parent Indemnified Persons as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Parent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII VIII hereof) ), plus cash in lieu of fractional shares in accordance with Section 1.6(h), to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIIVIII) a certificate or certificates representing that number of shares of Parent Common Stock which in the aggregate equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. Such consideration As set forth in Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and such shares shall be available to compensate Parent as provided in Article VIIVIII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.of

Exchange Procedures. Promptly On or promptly following the Effective Time but in any event no later than five (5) Business Days after the Effective Time, the ------------------- Surviving Corporation Parent shall (or shall cause to be mailed to each Company Shareholder (ithe Paying Agent to) mail a letter of transmittal in substantially the form attached hereto as Exhibit D (which shall specify that delivery shall be effectedthe “Letter of Transmittal”) to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Schedule. After receipt of such Letter of Transmittal, and risk of loss and title to the Stockholders will surrender the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding representing their shares of Company Common Stock whose shares were converted into (the right “Company Stock Certificates”) to receive the Merger Consideration pursuant to Section 1.6Paying Agent for cancellation, shall pass, only upon delivery and each of the Certificates to the Exchange Agent Stockholders shall deliver a duly completed and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender validly executed Letter of the Certificates in exchange for the Merger ConsiderationTransmittal. Upon surrender of a Company Stock Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter a Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, subject to the terms of Section 1.9(e) hereof, the holder of such Company Shareholder Stock Certificate shall be entitled to receive from the Paying Agent in exchange therefor a certificate representing the number of shares issuable therefor, cash to which such Company Shareholder as part of the Original Purchase Price holder is entitled pursuant to Section 1.6 hereof (less the number Pro Rata Portion of shares of Parent Common Stock the Escrow Amount to be deposited in into the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Pro Rata Portion of the Stockholder Representative Amount to be deposited into the Stockholder Representative Fund with respect to such Stockholder), and the Company Stock Certificate so surrendered shall forthwith be canceledcancelled. As soon as practicable Until so surrendered, each Company Stock Certificate outstanding after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Time will be deemed from and after the Effective Timedeemed, for all corporate purposes, other than the payment of dividends and votingpurposes thereafter, to evidence only the right to receive the applicable portion of the Merger Consideration pursuant to Section 1.6 hereofhereof in exchange for shares of Company Common Stock (without interest) into which such shares of Company Common Stock shall have been so converted. No portion of the Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Common Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate pursuant hereto.

Exchange Procedures. Promptly (a) As soon as practicable after the Effective Time, Parent shall instruct its transfer agent (the ------------------- Surviving Corporation “Transfer Agent”) to promptly issue stock certificates representing the number of shares of Parent Common Stock issuable pursuant to Section 2.1(a) or 2.1(b) in exchange for outstanding shares of Company Common Stock, which shares of Parent Common Stock (collectively, the “Merger Shares”) shall cause be deemed to have been issued at the Effective Time and which Merger Shares will bear appropriate legends evidencing, among other things, the fact that such shares have not been registered under the Securities Act. Parent shall instruct the Transfer Agent to issue and deliver the Merger Shares to be mailed to each Company Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title delivered to the Company Stockholders and the Escrow Holder in the name of the holders of record of the certificates (the "Certificates") which ------------ that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into (the “Certificates”); provided, however, that Parent may instruct the Transfer Agent to not deliver certificates representing Merger Shares pending receipt by Parent or the Transfer Agent of the Certificates representing the right to receive the such Merger Consideration pursuant Shares (or an affidavit or indemnity reasonably acceptable to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VIISection 2.4(e) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled). As soon as practicable after following the Effective Time and subject to delivery of the Certificates representing the right to receive such portion of the Merger Consideration (or an affidavit or indemnity in accordance with Section 2.4(e)), Parent shall deliver to the Company Stockholders or the Stockholder Representative, for the benefit of the Company Stockholders, the Closing Notes and checks representing the payments, if any, due to the Company Stockholders in lieu of fractional shares in accordance with Section 2.1(c), which checks shall be distributed to the Company Stockholders by the Stockholder Representative. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that the proper number of shares of Parent Merger Shares may be issued to a transferee if the Certificate evidencing such Company Common Stock equal is presented to the Escrow Amount. Such consideration shall be beneficially owned Parent, accompanied by the holders on whose behalf all documents required by Parent to evidence and effect such consideration was deposited in the Escrow Fund transfer and shall be available to compensate Parent as provided in Article VIIby evidence that any applicable stock transfer taxes have been paid. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence represent only the right to receive receive, upon surrender, the Merger Consideration pursuant to Section 1.6 hereofConsideration.

Exchange Procedures. Promptly As soon as practicable after (and in any event within three (3) Business Days after) the Effective Time, the ------------------- Surviving Corporation Parent shall cause the Paying Agent to be mailed mail (A) to each Holder of record, as of the Effective Time, of a Certificate or Certificates or of Book-Entry Shares whose shares of Company Shareholder Common Stock were converted 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 (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or book-entry transfer of Book-Entry Shares) to the Exchange Paying Agent and which shall be in such the form and have such other customary provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger ConsiderationConsideration to be received by the Holder thereof pursuant to this Agreement, and (B) to each Holder of a Company Stock Option and/or Company SAR, as applicable, a check in an amount due and payable to such Holder pursuant to Section 2.9 hereof in respect of such Company Stock Option or Company SAR; provided that, in lieu of the payments contemplated by this clause (B), Parent and the Surviving Corporation may direct the Paying Agent to reimburse the Surviving Corporation (or its designees) for (but only to the extent of) any amounts actually paid by or on behalf of the Surviving Corporation to the Holders of Company Stock Options or Company SARs in respect of the consideration payable therefor. Upon surrender of a Certificate (or, in the case of Book-Entry Shares the receipt of an “agents message” by the Paying Agent, or such other evidence of transfer as the Paying Agent may reasonably request) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such a 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 Company Shareholder Holder of such Certificate or Book-Entry Share shall be entitled to receive promptly in exchange therefor a certificate representing the number Merger Consideration for each share of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on formerly represented by such holder's behalf pursuant to Article VII hereof) Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificates or Book-Entry Shares 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. No interest shall be canceledpaid or accrued for the benefit of Holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares, or for the benefit of Holders of Company Stock Options or Company SARs on the portion of the Option Consideration or SAR Consideration payable to such Holder with respect to any Company Stock Options or Company SARs, as applicable. As soon as practicable after At the Effective Time, and subject to and in accordance with the provisions stock transfer books of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration Company shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund closed, and thereafter there shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented no further registration of transfers of shares of Company Common Stock will theretofore outstanding on the records of the Company. If Certificates or Book-Entry Shares are presented to the Company for transfer following the Effective Time, they shall be canceled against delivery of the Merger Consideration. All cash paid upon surrender of shares of Company Common Stock in accordance with the terms of this Article II shall be deemed from and to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. Until so surrendered, each such Certificate or Book-Entry Share shall represent after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive the Merger Consideration Consideration. Notwithstanding anything to the contrary in this Agreement, a holder of Book-Entry Shares shall not be required to deliver a Certificate to the Paying Agent to receive the consideration to which such Holder is entitled pursuant to Section 1.6 hereofthis Article II in respect of such Book-Entry Shares.

Exchange Procedures. Promptly As soon as practicable following the Closing and in any event no later than: the later of (A) ten (10) business days after the Effective Timetime that the Company has provided the Exchange Agent with such information as the Exchange Agent may reasonably request and (B) seven (7) business days after the Closing, the ------------------- Surviving Corporation Parent shall cause to be mailed to each Company Shareholder (i) a letter of transmittal (which shall be in such form and contain such provisions as Parent and the Company shall mutually agree and which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (the “Company Certificates”) whose shares were are converted into the right to receive the Merger Consideration cash pursuant to Section 1.61.6(b) or 1.6(c), shall pass, only upon delivery of the Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Considerationcash to which such Company Shareholder is entitled pursuant to Section 1.6(b) or 1.6(c). Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the such Company Shareholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor a certificate representing the number of shares issuable therefor, any cash consideration to such Company Shareholder as part of the Original Purchase Price be received (less the number any amount of shares of Parent Common Stock cash to be deposited in the Escrow Fund (as defined in Article VII) on such holder's ’s behalf pursuant to Section 1.8(b) and Article VII hereof) ), and the Company Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed delivered to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number an amount of shares of Parent Common Stock cash equal to the Escrow Amount. Such -7- (d) Transfers of Ownership. If any portion of the cash Merger consideration shall is to be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available paid to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, any person other than the person(s) in whose name(s) the Company Certificate surrendered in exchange therefor is registered, it will be a condition of such payment that the Company Certificate so surrendered will be properly endorsed and otherwise in proper form for transfer and that the person(s) requesting such exchange will have paid to Parent or any agent designated by it any transfer or other taxes required by reason of the payment of dividends and voting, such Merger consideration other than to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.registered holder(s) of the Company Certificate surrendered. (e)

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder Stockholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder Stockholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder Stockholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VIIthe Indemnification Agreement) on such holder's behalf pursuant to Article VII hereofthe Indemnification Agreement) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereofIndemnification Agreement, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIIthe Indemnification Agreement) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VIIthe Indemnification Agreement. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock or Company Preferred Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, the ------------------- Surviving Corporation Parent shall cause to be mailed to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock and which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) ), plus cash in lieu of fractional shares in accordance with Section 1.6(f), to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to Notwithstanding the Exchange Agentprovisions of Section 1.6(a), from the Closing and until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting(subject to Section 1.8(d)), to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly after (i) Prior to the Merger Closing, the Purchaser shall appoint a bank or trust company of national recognition reasonably acceptable to the Stockholder Representative, or Purchaser’s transfer agent, to act as exchange agent (the “Exchange Agent”) hereunder. At the Merger Closing, the Purchaser shall deposit, or cause to be deposited, with the Exchange Agent, in trust for the benefit of the holders of shares of Company Common Stock and Company Preferred Stock, for exchange in accordance with this Section 3(g), (A) evidence of book-entry shares representing a number of shares of Purchaser Common Stock and Purchaser Warrants equal to (1) the Merger Consideration and (2) the securities portion of the Series A Consideration and (B) cash representing the sum of (1) the Series A-1 Consideration, (2) the cash portion of the Series A Consideration and (3) cash necessary to pay in lieu of fractional shares (such shares of Purchaser Common Stock and Purchaser Warrants together with such cash, the “Exchange Fund”) and with the Escrow Agent, the number of shares of Purchaser Common Stock and Purchaser Warrants to be delivered under the Escrow Agreement and as set forth on Exhibit A. Prior to the Effective Time, the ------------------- Surviving Corporation shall Purchaser will provide to the Company, which will deliver or mail, or will cause to be mailed to delivered or mailed, each Company Shareholder (i) holder of the Shares, a letter of transmittal (the “Letter of Transmittal”), which shall shall, among other things, (i) specify that delivery shall be effected, and risk only upon proper delivery of loss and title the related Certificates (or, for holders of uncertificated shares, upon proper delivery of a fully executed Letter of Transmittal) in accordance therewith to the certificates Company or the Surviving Company, as applicable, (ii) include instructions for use in surrendering such Shares and receiving the "Certificates"Merger Consideration, the Series A Consideration or the Series A-1 Consideration, as applicable, in respect of such Shares, (iii) which ------------ immediately prior include an acknowledgement of certain securities law matters, and (iv) appoint the Stockholder Representative to serve in such capacity as described herein. After the Effective Time represented outstanding shares Time, upon the surrender of Company Common Stock whose shares were converted into each such Certificate and a properly completed and duly executed Letter of Transmittal, the Exchange Agent shall pay the holder of such Shares the Merger Consideration, the Series A Consideration or the Series A-1 Consideration, as applicable, in respect of such Shares as promptly as practicable. Until so surrendered, each such Certificate (other than Certificates representing Excluded Shares) shall represent solely the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing Series A-1 Consideration or the number of shares issuable to such Company Shareholder Series A Consideration as part of the Original Purchase Price applicable (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VIIany applicable withholding, if any) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereofrelating thereto.

Exchange Procedures. Promptly after As promptly as practicable following the Effective TimeTime and in any event not later than the fourth Business Day thereafter, the ------------------- Surviving Corporation shall cause the Paying Agent to be mailed mail to each Company Shareholder holder of record of a Certificate or Book-Entry Share (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery receipt of the Certificates to or Book-Entry Shares by the Exchange Agent Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify, and which shall be in form reasonably satisfactory to the Company and shall be submitted to the Company’s review at least five (5) and days prior to the estimated date of the Effective Time), (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration for the number of Company Ordinary Shares previously represented by such Certificate or Book-Entry Share and (iii) a declaration in which the beneficial owner of Company Ordinary Shares underlying a Certificate or Book-Entry Share provides certain information necessary for Parent to determine whether any amounts need to be withheld from the Merger Consideration payable to such beneficial owner pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling (as defined herein), if obtained). Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Paying Agent), the Company Shareholder holder of such Certificate or Book-Entry Share shall be entitled to receive promptly paid in exchange therefor a certificate representing the number of shares issuable Merger Consideration without interest and subject to any applicable withholding Tax, for each Company Ordinary Share formerly represented by such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. As soon If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered or whose name appears on the records of a nominee company (Chevra Le’Rishumim) in accordance with such duly completed and validly executed letter of transmittal, it shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and reasonably satisfactory to Parent and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established, to the reasonable satisfaction of the Surviving Corporation, that such tax either has been paid or is not applicable. Until surrendered as practicable contemplated by this ‎Section 2.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time, and subject Time to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence represent only the right to receive the Merger Consideration pursuant Consideration, as contemplated by this ‎Article II, without interest and subject to Section 1.6 hereofany applicable withholding Tax.

Exchange Procedures. Promptly As soon as reasonably practicable after the ------------------- Effective Time, the ------------------- Surviving Corporation News Corp. shall cause the Exchange Agent to be mailed mail to each holder of record of Company Shareholder Common Stock immediately prior to the Effective Time whose shares were converted, pursuant to the Merger, into the right to receive News Corp. Preferred ADRs (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary provisions as Parent News Corp., in consultation with the Company, may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing News Corp. Preferred ADRs which such holder has the Merger Considerationright to receive pursuant to the provisions of this Article II. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentNews Corp., together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate certificates representing the that whole number of shares issuable News Corp. Preferred ADRs which such holder has the right to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf receive pursuant to the provisions of this Article VII hereof) II, and the Certificate so surrendered shall forthwith be canceled. As soon News Corp. or the Surviving Corporation shall pay any transfer or other similar taxes required by reason of the issuance and receipt by the former stockholders of the Company of the News Corp. Preferred ADRs pursuant to the provisions of this Article II; provided, however, in the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, certificates representing the proper number of News Corp. Preferred ADRs may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as practicable contemplated by this Section 2.2, each Certificate shall be deemed, at any time after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence represent only the right to receive Merger Consideration pursuant upon such surrender certificates representing the News Corp. Preferred ADRs and any cash in lieu of fractional News Corp. Preferred ADRs, as contemplated by this Section 2.2 and any dividends or distributions to Section 1.6 hereofwhich a holder may be entitled. No interest will be paid or will accrue on any cash paid or payable in lieu of any fractional News Corp. Preferred ADRs.

Exchange Procedures. Promptly after As soon as practicable following the Effective TimeClosing, the ------------------- Surviving Corporation Parent shall cause to be mailed to each Company Shareholder (i) a letter of transmittal (which shall be in such form and contain such provisions as Parent and Company shall mutually agree and which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented represent outstanding shares of Company Common Capital Stock whose shares were are converted into the right to receive the Merger Consideration shares of Parent Common Stock pursuant to Section 1.61.6(b), 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 specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing such shares of Parent Common Stock to which such Company Shareholder is entitled pursuant to Section 1.6(b) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Section 1.8(b) and Article VII 7 hereof) to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent as nominee for the Company Shareholders. Such consideration shares shall be beneficially owned by the holders Company Shareholders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingother distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration any dividends or distributions payable pursuant to Section 1.6 hereof1.8(d).

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation Alamar shall cause to be mailed to each Company Shareholder holder of record of certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of AccuMed Capital Stock whose shares were converted into the right to receive shares of Alamar Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Alamar and shall be in such form and have such other provisions as Parent Alamar may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for three separate certificates representing shares of Alamar Common Stock, one such certificate to represent Alamar Common Stock not subject to forfeiture ("Vested Alamar Common Stock"), one such certificate to represent Alamar Common Stock subject to forfeiture pursuant to Section 3.1 (as defined in such Section 3.1, the Merger Consideration"First Year Performance Stock") and one such certificate to represent Alamar Common Stock subject to forfeiture pursuant to Section 3.2 (as defined in such Section 3.2, "Second Year Performance Stock") (the Vested Alamar Common Stock, First Year Performance Stock and Second Year Performance Stock are sometimes collectively referred to as the "Exchanged Alamar Common Stock"). Upon surrender of a Certificate for cancellation to the Exchange Agent Alamar or to such other agent or agents as may be appointed by ParentAlamar, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate the certificates representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of whole shares of Parent Exchanged Alamar Common Stock which such holder has the right to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf receive pursuant to Article VII hereof) Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate certificate that, prior to the Effective Time, represented shares a share of Company Common AccuMed Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingor other distributions, to evidence only the right to receive Merger Consideration pursuant to ownership of the number of full shares of Alamar Common Stock into which such shares of AccuMed Capital Stock shall have been so converted in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly after As soon as practicable following the Effective Time, the ------------------- Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each Company Shareholder holder of record (ias of the Effective Time) of a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate or certificates (the "“Certificates"”) which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.61.6(a), Non-Employee Options or Company Warrants whose Non-Employee Options or Company Warrants were converted into the right to receive cash as provided in Section 1.6(c): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates, Non-Employee Options or Company Warrants shall pass, only upon delivery of the Certificates Certificates, Non-Employee Options or Company Warrants 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 Certificates, Non-Employee Options or Company Warrants in exchange for cash constituting the Merger Consideration. Upon surrender of a Certificate Certificates, Non-Employee Options or Company Warrants for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the holder of record of such Certificates, Non-Employee Options or Company Shareholder Warrants shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder cash as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited provided in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Section 1.6, and the Certificate Certificates, Non-Employee Options or Company Warrants so surrendered shall forthwith be canceled. As soon as practicable after Subject to the Effective Time, terms and subject to and in accordance with the provisions conditions of this Article VII hereofI, Parent shall cause the Exchange Agent to be distributed to pay the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent Merger Consideration as provided in Article VIISection 1.6. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate thatCertificates, prior to the Effective Time, represented shares of Non-Employee Options or Company Common Stock Warrants will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to ownership of the cash as provided in Section 1.6 hereofinto which such shares of Company Common Stock, Non-Employee Options or Company Warrants shall have been so converted.

Exchange Procedures. Promptly after As soon as practicable following the Effective TimeClosing, the ------------------- Surviving Corporation Parent shall cause to be mailed to each Company Shareholder Stockholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") Company Certificates which ------------ immediately prior to the Effective Time represented represent outstanding shares of Company Common Capital Stock whose shares were are converted into the right to receive such Company Stockholder's portion of the Merger Consideration consideration pursuant to Section 1.6, shall pass, only upon delivery of the Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyat the Closing) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing such Company Stockholder's pro rata portion of the Merger Considerationconsideration, and (iii) a Stockholder Certificate (a "Stockholder Certificate") in form specified by Parent and approved prior to the Closing by the Company, which approval shall not be unreasonably withheld, for execution by the Company Stockholder. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and Stockholder Certificate, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder Stockholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a certificate for the Parent Common Stock ("Parent Certificate") representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Section 1.8(b) and Article VII 7 hereof) to which such holder is entitled pursuant to Section 1.6, and the Company Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates Parent Certificate(s) representing that number of shares of Parent Common Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration any dividends or distributions payable pursuant to Section 1.6 hereof1.8(d).

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder Members (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") Company Membership Units, which ------------ immediately prior to the Effective Time represented outstanding shares of all Company Common Stock whose shares Membership Interests which were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon delivery of a written power (the Certificates "Transfer Power") 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 Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent which Transfer Power shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in executing and delivering the Transfer Powers in exchange for the Merger Consideration. Upon a surrender of a Transfer Power for cancellation of Company Membership Units to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder Member shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder Member as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) hereof and the Certificate so surrendered Company Membership Units transferred by the Transfer Power shall forthwith be canceledcanceled and such Membership Interests extinguished. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered the holder of Company Membership Units properly executes and delivers a Transfer Power to the Exchange Agent, each holder's outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Membership Units will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.

Exchange Procedures. Promptly after No less than fifteen (15) Business Days prior to the Effective Time, Parent shall appoint an exchange agent reasonably acceptable to FTS (the ------------------- Surviving Corporation “Exchange Agent”) to act as the exchange agent in the Merger. At the Effective Time, (i) Parent or Merger Sub shall deliver, or Parent or Merger Sub shall otherwise take all steps necessary to cause to be delivered, by wire transfer of immediately available funds, to the Exchange Agent cash in an aggregate amount equal to the Cash Merger Consideration (less the amount of Excess Cash), and (ii) Seller shall deliver or shall cause to be mailed delivered, by wire transfer of immediately available funds, to the Exchange Agent cash in an aggregate amount equal to the Excess Cash, which deposits shall be held by the Exchange Agent in a segregated account and shall be used solely and exclusively for purposes of paying the Cash Merger Consideration in accordance with this Agreement and shall not be used to satisfy any other obligations of Seller, Parent, Merger Sub or the Surviving Entity. No later than three (3) Business Days after the Merger Effective Time, Parent shall cause the Exchange Agent to mail to each Company Shareholder (i) holder who was, at the Effective Time, a holder of record of FTS Shares entitled to receive Merger Consideration pursuant to Section 2.6 a letter of transmittal (which shall be in the form and substance approved by FTS and shall specify that delivery shall be effected, and risk of loss and title to the certificates evidencing such FTS Shares, if any (the "“Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6”), shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyAgent) (a “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable portion of Merger ConsiderationConsideration pursuant to Section 2.7 and the Stockholder Allocation. Upon surrender The Exchange Agent shall, no later than the later of (i) the Closing Date or (ii) three (3) Business Days after receipt 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 a Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions theretothereto and any other customary documents that the Exchange Agent may reasonably require in connection therewith), issue to the Company Shareholder shall be entitled to receive holder of such Certificate the Merger Consideration as provided in exchange therefor a certificate representing the number of shares issuable Section 2.7 with respect to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Certificate so surrendered and the Certificate so surrendered shall forthwith be canceledcancelled. As soon as practicable after The Exchange Agent shall deliver (i) the Effective Time, and subject Common Stock Merger Consideration issuable to and each Stockholder in accordance with the provisions Stockholder Allocation electronically through book entry-delivery or, upon the written request of Article VII hereofany Stockholder, Parent shall cause to be distributed in the form of an original stock certificate to the Escrow Agent address set forth in such Stockholder’s Letter of Transmittal, and (as defined ii) the Cash Merger Consideration payable to each Stockholder in Article VII) a certificate or certificates representing that number accordance with the Stockholder Allocation in immediately available funds in accordance with the payment instructions set forth in such Stockholder’s Letter of shares of Parent Common Stock equal to the Escrow AmountTransmittal. Such consideration Unless otherwise provided herein, no interest shall be beneficially owned by the holders paid or shall accrue on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VIIany Merger Consideration payable upon surrender of any Certificate. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, that prior to the Effective TimeTime represented FTS Shares (other than Dissenting Shares, represented shares of Company Common Stock will Treasury Shares and FTS Shares cancelled pursuant to Section 2.6(c) hereof) shall be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive the portion of the Merger Consideration pursuant as provided in Section 2.7 and the Stockholder Allocation. If after the Effective Time, any Certificate is presented to the Exchange Agent, it shall be cancelled and exchanged as provided in this Section 1.6 hereof2.11(a). If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

Exchange Procedures. Promptly after On the Effective TimeClosing Date, the ------------------- Surviving Corporation shall cause Stockholders will surrender the certificates representing their Company Preferred Stock or Company Common Stock (the "Company Certificates") to the Company, Parent or the Exchange Agent, as may be mailed to each Company Shareholder (i) requested by Parent, for cancellation together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have having such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Considerationrequest. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, Parent will promptly cause the Exchange Agent to deliver to the holder of such Company Shareholder shall be entitled to receive Certificate in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereofSection 1.08(b) and Article 8) to which such Stockholder is entitled pursuant to Section 1.06, and the Company Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Preferred Stock or Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive Merger Consideration the number of full shares of Parent Common Stock into which such shares of Company Preferred Stock or Company Common Stock shall have been converted pursuant to Section 1.6 this Article 1 and subject to Article 8. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article 8 hereof, Parent shall cause to be distributed to the Escrow Agent a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. All shares held in the Escrow Fund shall be beneficially owned by the holder on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article 8.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation Paying Agent shall cause to be mailed mail to each Company Shareholder holder of record (the “Former Target Shareholders”) of shares of Target Capital Stock, whose shares were converted into the right (or contingent right) to receive any portion of the Merger Consideration pursuant to Section 1.11, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to in substantially the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be form attached hereto as Exhibit E or in such form as otherwise mutually agreed upon by the parties, which letter of transmittal shall contain representations and have warranties with respect to the authority of such other provisions Former Target Shareholder to surrender such shares, such Former Target Shareholder’s title to and ownership of such Target Capital Stock, such Former Target Shareholder’s accredited investor status (for the avoidance of doubt, Acquiror will issue Acquiror Common Stock as Parent may reasonably specifyStock Merger Consideration to up to thirty-five (35) Former Target Shareholders that are not accredited investors under applicable law) and (ii) instructions for use in effecting the surrender of any certificate or certificates representing shares of Target Capital Stock (the Certificates “Certificates”), if applicable, in exchange for the Merger Consideration. Upon surrender receipt by the Paying Agent of a Certificate Certificate, if applicable, for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such the appropriate letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive the applicable portion of the Merger Consideration in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) therefor, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than including the payment of dividends and votingdividends, to evidence only the right to receive the applicable portion of the Merger Consideration pursuant into which such shares of Target Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 1.6(b) hereof.

Exchange Procedures. Promptly after (a) No fractional Ordinary Shares will be issued in the Effective TimeExchange. If the Holder would be entitled to receive fractional Ordinary Shares pursuant to the above, the ------------------- Surviving Corporation Company will round down to the nearest whole number of the number of Exchange Shares to be issued to the Holder. The Company shall pay all transfer taxes, if any, related to the Exchange and the other transactions contemplated hereby. For the avoidance of doubt, in the Exchange, the Holder is not surrendering or paying anything of value to the Company other than the Existing Notes. (b) No later than 10:00 a.m. (New York time) on the Closing Date, the Holder shall cause its custodian through which it holds the Existing Notes to be mailed post a DWAC request to each Company Shareholder the Trustee (i) to effect the transfer of the Existing Notes in accordance with the procedures of DTC, into a letter book-entry account established by or on behalf of transmittal (which shall specify that delivery shall be effectedthe Company, and risk of loss and title to use commercially reasonable efforts to ensure that the certificates (Trustee receives an agent’s message from DTC confirming the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon delivery book-entry transfer of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) Existing Notes, and (ii) instructions for effecting free receipt to the surrender Trustee for the Exchange Shares opposite the Holder’s name on Schedule 1 hereto. The delivery of the Certificates in exchange for Existing Notes by the Merger ConsiderationHolder will be complete upon receipt by the Trustee on the Closing Date of an agent’s message, book-entry confirmation from DTC and any other required documents. Upon surrender of a Certificate for cancellation (c) On the Closing Date, the Company, or the Trustee at the Company’s direction, will (i) cause the Exchange Shares to be credited to the Exchange Agent or DTC accounts identified opposite the Holder’s name in Schedule 1 hereto and (ii) cause the payment of the Cash Interest Payment by wire transfer of immediately available funds to such other agent or agents as may be appointed the accounts previously provided in writing by Parent, together with such letter the Holder. For the avoidance of transmittal, duly completed and validly executed in accordance with the instructions theretodoubt, the Holder shall have no right to cash and shall cease to own the applicable Existing Notes as of the crediting of the applicable Exchange Shares to the DTC account identified in Schedule 1 hereto and the payment of the Cash Interest Payment by wire transfer as provided in the immediately preceding sentence, and the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing instruct the number of shares issuable appropriate parties to such Company Shareholder as part immediately thereafter cancel the applicable Existing Notes on the books and records of the Original Purchase Price (less the number of shares of Parent Common Stock Company at its address as set forth in Schedule 2 to be deposited in the Escrow Fund (this Agreement or such other address as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed may have been previously furnished to the Escrow Agent (as defined Company in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amountwriting. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.2.3

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed or provided at the Closing to each Company Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") ), which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive the Merger Consideration Shares pursuant to Section 1.61.6(a), shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions consistent herewith as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the certificates representing Merger ConsiderationShares. 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 transmittaltransmittal and a Shareholder Certificate in the form of Exhibit G hereto, duly completed and validly executed in accordance with the instructions thereto, the a Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price whole Merger Shares (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereofparagraph (b) above) to which such Company Shareholder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereofownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock and Parent Preferred Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Parent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock and Parent Preferred Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent Parent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII VIII hereof) and Parent Preferred Stock (less the number of shares of Parent Preferred Stock, if any, to be deposited in the Escrow Fund on such holder's behalf pursuant to Article VIII hereof), plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIIVIII) a certificate or certificates representing that number of shares of Parent Common Stock and Parent Preferred Stock which in the aggregate equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. Such consideration As set forth in Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and such shares shall be available to compensate Parent as provided in Article VIIVIII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.from

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock and which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock Stock, if any, (a) to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to the Escrow Agreement referred to in Article VII hereof, and (b) subject to transfer restrictions in connection with the Company's right to repurchase), plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of the Escrow Agreement referred to in Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in the Escrow Agreement referred to in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock and Parent Options equal to the Escrow Amount, which certificate shall be registered in the names of the stockholders to whom such shares would otherwise be issued. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in the Escrow Agreement referred to in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- shall instruct the ------------------- Surviving Corporation shall cause Exchange Agent to be mailed mail to each Company Shareholder (i) holder of record of a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificate or certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal in customary form (that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Company Shareholder Exchange Agent, the holders of such Certificates shall be entitled to receive in exchange therefor a certificate certificates representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of whole shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on after aggregating all Certificates surrendered by such holder's behalf ) into which such holder is entitled pursuant to Article VII hereofSection 1.6(a)(which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), payment in lieu of fractional shares that such holders have the right to receive pursuant to Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificate Certificates so surrendered shall forthwith be canceled. As soon as practicable after the Effective TimeUntil so surrendered, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive Merger Consideration an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.6 hereof1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after As soon as practicable following the Effective TimeClosing, the ------------------- Surviving Corporation Parent shall cause to be mailed to each Company Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") Company Certificates which ------------ immediately prior to the Effective Time represented represent outstanding shares of Company Common Capital Stock whose shares were are converted into the right to receive such Company Shareholder's portion of the Merger Consideration consideration pursuant to Section 1.6, shall pass, only upon delivery of the Company 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 Company Certificates in exchange for certificates representing such Company Shareholder's pro rata portion of the Merger Considerationconsideration, and (iii) a Shareholder Certificate (a "Shareholder Certificate") in form specified by Parent and approved prior to the Closing by the Company, which approval shall not be unreasonably withheld, for execution by the Company Shareholder. Upon surrender of a Company Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal and Shareholder Certificate, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive receive, and the Exchange Agent shall promptly deliver in exchange therefor therefor, a certificate for the Parent Common Stock ("Parent Certificate") representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Section 1.8(b) and Article VII 7 hereof) to which such holder is entitled pursuant to Section 1.6, and the Company Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates Parent Certificate(s) representing that number of shares of Parent Common Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration any dividends or distributions payable pursuant to Section 1.6 hereof1.8(d).

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, the ------------------- Surviving Corporation Exchange Agent, which shall cause be First Chicago Trust Company of New York, or such other exchange agent as shall be selected by FCN and reasonably acceptable to be mailed BBI, shall mail to each Company Shareholder holder of record of a certificate or certificates (other than certificates representing Excluded Shares) which as of the Effective Time represented outstanding shares of BBI Common Stock (the "Certificates"): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent (or a lost certificate affidavit and shall be bond in such a form and have such other provisions as Parent may reasonably specify) acceptable to the Exchange Agent); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (as herein defined). The "Merger Consideration" shall mean the number of whole shares of FCN Common Stock into which the BBI Common Stock shall have been converted by virtue of the Merger as provided above and the cash value of any fraction of a share of FCN Common Stock as provided below. Upon surrender of a Certificate for cancellation to the Exchange Agent (or a lost certificate affidavit and bond in a form reasonably acceptable to such other agent or agents as may be appointed by Parentthe Exchange Agent), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing as soon as reasonably practical thereafter the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Merger Consideration and the Certificate so surrendered shall forthwith be canceledcancelled. As soon as practicable after In the Effective Time, and subject to and in accordance with the provisions event of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number transfer of shares ownership of Parent BBI Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited which is not registered in the Escrow Fund and shall transfer records of BBI, the Merger Consideration may be available issued to compensate Parent as provided in Article VII. Until surrendered a transferee if the Certificate representing such BBI Common Stock is presented to the Exchange Agent, each outstanding Certificate that, prior accompanied by all documents required to evidence and effect such transfer and by any applicable stock transfer and other taxes. No interest shall be payable on or with respect to the Effective Time, represented shares cash in lieu of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereoffractional shares.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Parent and the Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock and which shares were converted into the right to receive the portion of the Merger Consideration issuable with respect to such shares pursuant to Section 1.7, (i) a letter of transmittal (which shall shall, specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part portion of the Original Purchase Price Merger Consideration issuable pursuant to Section 1.7 (less the number portion of shares of Parent Common Stock the Merger Consideration to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof7 below) as and when the Exchange Agent receives the Merger Consideration with respect to the shares of Company Capital Stock represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject Subject to and in accordance with the provisions of Article VII 7 hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII7) a certificate or certificates representing that the number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII7. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive in accordance with Section 1.8(a) the portion of the Merger Consideration issuable pursuant to Section 1.6 hereof1.7 (less the Escrow Amount to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 below) as and when the Exchange Agent receives the Merger Consideration with respect to the shares of Company Capital Stock represented by such Certificate.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the ------------ Effective Time represented outstanding shares of Company Shareholder Capital Stock whose shares were converted into the right to receive cash and/or shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Considerationcash and/or certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VIISection 7.5 below) on such holder's behalf pursuant to Article VII Section 7.5 hereof) ), and any cash consideration to be received plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration pursuant to the applicable amount of cash consideration for such shares of Company Capital Stock and cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of AtWeb Common Stock (the "CERTIFICATES") and which shares were converted into the right to receive shares of Netscape Common Stock, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent Netscape may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Netscape Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentNetscape, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Netscape Common Stock (less the number of shares of Parent Netscape Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) escrow on such holder's behalf pursuant behalf), plus cash in lieu of fractional shares, to Article VII hereof) which such holder is entitled, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent Netscape shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Netscape Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent Netscape for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense incurred by Netscape, its officers, directors or affiliates (including the Surviving Corporation) directly or indirectly as provided a result of any inaccuracy or breach of a representation or warranty of AtWeb or any contained in Article VIIII of the Reorganization Agreement (as modified by the AtWeb Schedules), or any failure by AtWeb to perform or comply with any covenant contained therein. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company AtWeb Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Netscape Common Stock into which such shares of AtWeb Common Stock shall have been so converted and the right to receive Merger Consideration pursuant to Section 1.6 hereofan amount in cash in lieu of the issuance of any fractional shares.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock and which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price (Parent Common Stock, less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) escrow on such holder's behalf pursuant to Article VII Section 1.9 hereof) , plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII Section 1.9 hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIISection 1.9) a certificate or certificates representing that the number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VIISection 1.9. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Kiva Common Stock (the "CERTIFICATES") and which shares were converted into the right to receive shares of Netscape Common Stock, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and which shall be in such form and have such other provisions as Parent Netscape may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Netscape Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentNetscape, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Netscape Common Stock (less the number of shares of Parent Netscape Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VII) escrow on such holder's behalf pursuant behalf), plus cash in lieu of fractional shares, to Article VII hereof) which such holder is entitled, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent Netscape shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Netscape Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent Netscape for any claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys' fees and expenses, and expenses of investigation and defense incurred by Netscape, its officers, directors or affiliates (including the Surviving Corporation) directly or indirectly as provided a result of any inaccuracy or breach of a representation or warranty of Kiva or any contained in Article VIIII of the Reorganization Agreement (as modified by the Kiva Schedules), or any failure by Kiva to perform or comply with any covenant contained therein. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Kiva Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Netscape Common Stock into which such shares of Kiva Common Stock shall have been so converted and the right to receive Merger Consideration pursuant to Section 1.6 hereofan amount in cash in lieu of the issuance of any fractional shares.

Exchange Procedures. Promptly Parent will cause the Paying Agent to mail, as soon as reasonably practicable after the Effective Time (but in no event more than three Business Days thereafter), to each Person who was, at the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) a letter holder of transmittal (which shall specify that delivery shall be effected, and risk record of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares) whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 1.62.7, shall (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Company Common Stock will pass, only upon proper delivery of the Certificates Company Common Stock to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specifyPaying Agent) and (ii) instructions for use in effecting the surrender of the Certificates certificates evidencing such shares of Company Common Stock (each, a “Certificate” and together, the “Certificates”) or the non-certificated shares of Company Common Stock (“Book-Entry Shares”) in exchange for the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.11) for cancellation to the Exchange Paying Agent in the case of a transfer of shares of Company Common Stock represented by Certificates or to such other agent or agents as may be appointed receipt by Parentthe Paying Agent of an agent’s message in the case of a transfer of Book-Entry Shares, together with such letter of transmittal, duly completed executed (in the case of Company Common Stock represented by Certificates), and validly executed such other documents as may reasonably be required by the Paying Agent in accordance with the instructions theretoterms of such materials and instructions, the Company Shareholder shall holder of such Certificates or Book-Entry Shares will be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less for the number of shares of Parent Company Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) represented by Certificates and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Timefor each Book-Entry Share, and subject Parent will cause the Paying Agent to pay and deliver in accordance with the provisions exchange therefor as promptly as practicable, in respect of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares share of Company Common Stock will be deemed from represented by Certificates and after each Book-Entry Share, the Effective Time, for all corporate purposes, other than the payment amount of dividends and voting, to evidence only the right to receive Merger Consideration that such holder is entitled to pursuant to Section 1.6 hereof2.7. The Certificates so surrendered and the Book-Entry Shares of such holders will be cancelled. No interest will be paid or accrue on any cash payable upon surrender of any Certificate or upon conversion of any Book-Entry Shares.

Exchange Procedures. Promptly The following exchange procedures will govern the exchange of the Outstanding Company Shares, Options and Warrants at or following the Effective Time: Attached hereto as Exhibit D-1 is a preliminary merger consideration allocation schedule prepared by the Company (the "Preliminary Merger Consideration Allocation Schedule") which sets forth the preliminary allocation of proceeds among the Securityholders. The Company expressly acknowledges that (A) the Preliminary Merger Consideration Allocation Schedule sets forth the contemplated allocation of the Merger Consideration and other payments payable in accordance with this Article 2, (B) such allocation (as may be adjusted pursuant hereto) is not inconsistent with the Company's certificate of incorporation or any other agreements entered into by or among the Company and the Stockholders, as in effect immediately prior to the Effective Time, and (C) the allocations set forth on the Preliminary Merger Consideration Allocation Schedule as well as the aggregate Merger Consideration payable to the Stockholders as reflected therein will in all cases be subject to adjustment in accordance with the provisions hereof including, without limitation, Sections 2.7 and 2.8 hereof. No later than two Business Days prior to the Closing, the Company will deliver to the Purchaser a spreadsheet setting forth (A) the name and address of each Securityholder as of the Closing Date, (B) the number of shares and stock certificate numbers of Outstanding Company Shares, and to the extent applicable, the aggregate number of shares of Converted Options and the corresponding Option Payment related thereto, held by such Securityholder, (C) the portion of the Net Merger Consideration and the Closing Payment payable to such Securityholder in accordance with the provisions hereof as of the Closing Date on a gross basis and, with respect to any portion of the Closing Payment payable to employees or former employees of the Company, net of withholding basis, (D) each Securityholder's proportional interest in the Holdback Fund, and (E) each eligible Securityholder's proportional interest in the Employee Carve-Out Plan pursuant to Section 2.3 hereof, net of withholding (such spreadsheet, the "Final Merger Consideration Allocation Schedule"). Upon receipt by the Purchaser and approval thereof (which will not be unreasonably withheld, conditioned or delayed), the Final Merger Consideration Allocation Schedule will be appended to this Agreement as Exhibit D-2 hereto and appended as an appropriately numbered exhibit to the Escrow Agreement and Exchange Agent Agreement (and the Preliminary Merger Consideration Allocation Schedule for all purposes will have no further force or effect). In the event of any inconsistency or conflict between the provisions of this Article 2 with respect to any portion of the Net Merger Consideration payable to any Securityholder, the Final Merger Consideration Allocation Schedule will prevail. At the Effective Time, with reference to Section 1.2(c) the Purchaser will deliver by wire transfer of immediately available funds, to the Exchange Fund for the benefit of the Stockholders that do not receive payment of a portion of the Closing Payment pursuant to Section 2.1(b)(v), cash in an aggregate amount equal to the Closing Payment (minus any amounts that would be payable in respect of Dissenting Shares and amounts paid pursuant to Section 2.1(b)(v)). The Exchange Agent will make the payments after the Effective Time provided for in Sections 2.1 and 2.2 of this Agreement out of the Exchange Fund in accordance with the Exchange Agent Agreement. Prior to the Effective Time, the ------------------- Surviving Corporation shall cause Company, Purchaser and the Exchange Agent will cooperate to be mailed deliver or mail to each Company Shareholder (i) Stockholder at least five Business Days prior to the Closing Date a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title instructions in the form attached to the certificates Exchange Agent Agreement (the "CertificatesTransmittal Letter") for use in surrendering certificates evidencing such Stockholder's Outstanding Company Shares and receiving the consideration to which ------------ such Stockholder will be entitled pursuant to the provisions hereof, and if the Exchange Agent (or the Company, on its behalf) receives prior to the Closing Date such duly executed Transmittal Letter and a certificate or certificates that immediately prior to the Effective Time represented outstanding any Outstanding Company Shares (a "Certificate") (or an effective affidavit of loss required by Section 2.4(b)) (collectively, the "Transmittal Documentation"), it will pay such Stockholder its portion of the Merger Consideration on the Closing Date contemporaneous with the Closing in accordance with the terms of the Exchange Agent Agreement. Upon delivery to the Escrow and Exchange Agent after the Effective Time of the Transmittal Documentation, no later than three Business Days after such receipt, the Escrow and Exchange Agent will pay the applicable Stockholder, in accordance with the terms of the Exchange Agent Agreement, such allocable portion of the Merger Consideration as it has the right to receive pursuant to the provisions of this Article 2, all as set forth in the Final Merger Consideration Allocation Schedule, subject to any required Tax withholding, and upon such payment the surrendered Certificate will immediately be cancelled. Until surrendered in accordance with the immediately preceding clauses, each Certificate (other than stock certificates representing Dissenting Shares or shares of Company Common Capital Stock whose shares were converted into owned by the Company) will represent solely the right to receive the relevant portion of the aggregate Merger Consideration pursuant to Section 1.6, shall pass, only upon delivery relating thereto out of the Certificates to the Exchange Agent Fund (and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender out of the Certificates in exchange for Escrow Fund, if applicable). No interest or dividends will be paid or accrued on any portion of the Merger Consideration. Upon surrender If all or any portion of any merger consideration is to be delivered to any Person other than the Person in whose name the stock certificate formerly representing shares of Outstanding Company Stock surrendered therefore is registered, it will be a Certificate for cancellation to the Exchange Agent or condition to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled right to receive in exchange therefor a such merger consideration that the stock certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith will be canceled. As soon as practicable after properly endorsed or otherwise be in proper form for transfer and that the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed Person surrendering such stock certificates will pay to the Escrow and Exchange Agent (or the Company, as defined in Article VIIapplicable) any transfer or other Taxes and expenses required by reason of the payment of such merger consideration to a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, Person other than the payment registered holder of dividends the stock certificate surrendered, or will establish to the satisfaction of the Escrow and votingExchange Agent (and the Company, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereofif applicable) that such Tax has been paid or is not applicable.

Exchange Procedures. Promptly (i) In furtherance of the Share Exchange, New Parent shall cause the Exchange Agent to mail to each holder of record of a Chardonnay Stock Certificate, as promptly as reasonably practicable (and in any event within two (2) Business Days) after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Chardonnay Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Chardonnay Stock Certificates (or, in the case of book-entry account arrangements, a customary “agent’s message”) to the Exchange Agent and which shall be in such customary form and have such other provisions as Parent New Parent, Riesling and Chardonnay may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Chardonnay Stock Certificates in exchange for the Merger Consideration. Upon surrender of a Chardonnay Stock Certificate for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by Parentan agent’s message), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the Company Shareholder holder of such Chardonnay Stock Certificate shall be entitled to receive promptly in exchange therefor (A) a certificate New Parent ADR representing the that number of shares issuable whole New Parent ADSs that such holder has the right to such Company Shareholder receive as part of the Original Purchase Price Merger Consideration and (less B) a check for the number cash that such holder is entitled to receive in lieu of shares of fractional New Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) ADSs, and the Chardonnay Stock Certificate so surrendered shall forthwith be canceledcancelled. As soon Until such time as practicable after a New Parent ADR representing New Parent ADSs is issued to or at the Effective Timedirection of the holder of a surrendered Chardonnay Stock Certificate, such New Parent ADSs, and subject to and in accordance with the provisions of Article VII hereofNew Parent Ordinary Shares underlying such New Parent ADSs, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund deemed not outstanding and shall not be available entitled to compensate Parent as provided in Article VIIvote on any matter. Until surrendered to the Exchange Agentso surrendered, each outstanding Chardonnay Stock Certificate that, prior to the Effective Time, represented shares of Company Common Stock will shall be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive upon such surrender the Merger Consideration pursuant to Section 1.6 hereofConsideration.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent will instruct the ------------------- Surviving Corporation shall cause Exchange Agent to be mailed mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares of Company Shareholder Stock (each, a "Certificate") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for effecting to effect the surrender of the Certificates in exchange for the Applicable Merger ConsiderationPrice (as defined below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing (A) in the number case of shares issuable to holders of Company Common Stock, $6.00 per share of such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in cash (the "Common Stock Merger Price"), (B) in the Escrow Fund case of holders of Company Series B Preferred Stock, $10.00 per share of such Company Series B Preferred Stock in cash (the "Series B Merger Price") plus dividends thereon accrued and unpaid through the Effective Time and (C) in the case of holders of Company Series C Preferred Stock, $944.8624 per share of such Company Series C Preferred Stock in cash (which amount will include any accrued but unpaid dividends thereon through the Effective Time) (the "Series C Merger Price"), the merger price applicable to any given Share being referred to herein as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) (the "Applicable Merger Price"), and the Certificate so surrendered shall forthwith be canceled. As soon In the event of a transfer of ownership of shares of Company Stock which is not registered in the transfer records of the Company as practicable after of the Effective Time, and subject to and the Applicable Merger Price may be paid in accordance with this Article I to a transferee if the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf Certificate evidencing such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered Shares is presented to the Exchange Agent, each outstanding Certificate that, prior accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Anything herein to the Effective Timecontrary notwithstanding, represented shares no interest or dividends shall accrue or be payable or paid on any portion of the Applicable Merger Price payable to any holder of Company Common Stock will be deemed from or Company Option Securities hereunder. At and after the Effective Time, each holder of a Certificate to be canceled pursuant to Section 1.7(b) or Dissenting Shares (as defined below) shall cease to have any rights as a stockholder of the Company, except for all corporate purposes, other than the right to surrender Certificates in the manner prescribed by Section 1.7(b) in exchange for payment of dividends and votingthe Applicable Merger Price or, in the case of a holder of Dissenting Shares, the right to evidence only perfect the right to receive Merger Consideration payment for Dissenting Shares pursuant to Section 1.6 hereof262 of the DGCL. No transfer of Company Stock shall be made on the stock transfer books of the Surviving Corporation at or after the Effective Time.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.7 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon actual 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 certificates representing shares of Parent Common Stock and the Merger ConsiderationCash Election, if applicable. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holdereach Principal Shareholder's behalf pursuant to Article VII hereof) and the Cash Election, if applicable, plus cash in lieu of fractional shares in accordance with Section 1.7(f), to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders Company Shareholders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.7.

Exchange Procedures. Promptly after No later than fifteen (15) business days prior to the Effective Time, the ------------------- Surviving Corporation Company or the Exchange Agent shall cause to be mailed delivered to each Company Shareholder holder of record of: (i) a certificate or certificates which as of such date (the “Determination Date”) evidenced outstanding shares of Company Capital Stock; or (ii) an instrument which as of the Determination Date evidenced an Eligible Derivative Security (such certificates and instruments collectively referred to herein as the “Instruments”), whose securities will be converted into the right to receive Aggregate Merger Consideration pursuant to Section 1.8, and, if applicable, cash in lieu of fractional shares pursuant to Section 1.10: (A) a letter of transmittal (which shall state that no shares of Company Capital Stock or Eligible Derivative Securities subject to the letter of transmittal have been or will be transferred by the holder thereof from and after the Determination Date and shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Instruments shall pass, only upon proper delivery of the Certificates Instruments to the Exchange Agent and shall be the effectiveness of the Merger substantially in such the form and have such other provisions as Parent may reasonably specify) of Exhibit E (each a “Letter of Transmittal”); and (iiB) instructions for effecting to effect the surrender of the Certificates Instruments in exchange for their allocable portion of the Aggregate Merger Consideration. For the avoidance of doubt, no Company Stockholder or Company Derivative Security Holder shall have any liability (personally or otherwise) for any breach of the representations and warranties of another Company Stockholder or Company Derivative Security Holder in such person’s Letter of Transmittal or Derivative Security Documentation, as applicable, or otherwise. Upon surrender of a Certificate an Instrument for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter the appropriate Letter of transmittalTransmittal and, in the case of Eligible Company Derivative Security Holders, all other Derivative Security Documentation, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required by such instructions, upon effectiveness of the Company Shareholder Merger, a holder of such Instruments shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part his or her allocable portion of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) Aggregate Merger Consideration, and the Certificate right to receive an allocation portion of the Deferred Payments as set forth in Exhibit C and the Instruments so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate Instrument that, prior to the Effective Time, represented evidenced shares of Company Common Capital Stock or an Eligible Derivative Security will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingor other distributions, to evidence only the right to receive ownership of the allocable portion of the Aggregate Merger Consideration pursuant into which such shares of Company Capital Stock or such Eligible Derivative Security shall have been so converted. In the event the Merger is not consummated by the Outside Closing Date or is terminated earlier in accordance with the terms hereof, unless otherwise agreed to Section 1.6 hereofin writing by the Stockholder Representative, the Instruments shall be returned to the Company Stockholders and Eligible Company Derivative Security Holders as appropriate.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent shall instruct the ------------------- Surviving Corporation shall cause Exchange Agent to be mailed mail to each holder of record of a certificate or certificates ("CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Shareholder Common Stock which were converted into the right to receive the Merger Consideration pursuant to Section 1.6, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holders of such Certificates shall be entitled to receive in exchange therefor a certificate representing the number Merger Consideration into which their shares of shares issuable to such Company Shareholder as part of Common Stock were converted at the Original Purchase Price Effective Time, (less the number of including, if shares of Parent Common Stock are issued to be deposited holders of Company Common Stock in the Escrow Fund (as defined Merger, payment in Article VII) on lieu of fractional shares of Parent Common Stock that such holder's behalf holders have the right to receive pursuant to Article VII hereofSection 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)) and the Certificate Certificates so surrendered shall forthwith be canceled. As soon as practicable after the Effective TimeUntil so surrendered, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the ownership of the Merger Consideration (which, if Parent Common Stock is issued to holders of Company Common Stock in the Merger, shall include the full number of shares of such Parent Common Stock together with the right to receive Merger Consideration any dividends or distributions payable pursuant to Section 1.6 hereof1.7(d)). No interest will be paid or accrued on any Cash Consideration, Substitute Cash Consideration or cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of Company, the Merger Consideration, including any certificate representing the proper number of shares of Parent Common Stock, may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall instruct the ------------------- Surviving Corporation shall cause Paying Agent to be mailed mail to each Company Shareholder Stockholder at the Effective Time (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (certificate(s) representing all of the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon delivery of the Certificates certificate(s) to the Exchange Paying Agent and shall be in such form and have such other reasonable provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of certificate(s) representing all of the Certificates shares the Company Stock held by him, her or it in exchange for his, her or its Initial Merger Payment (as defined below). The letter of transmittal shall include the agreement by each Company Stockholder to irrevocably constitute and appoint, effective as of the Effective Time, the Representative, as his, her or its true and lawful agent, proxy and attorney-in-fact to exercise all or any of the powers, authority and discretion conferred on him, her or it under this Agreement and a waiver of any appraisal rights such Company Stockholder may have under Part 13 of the MBCA. The receipt of the appropriate Initial Merger ConsiderationPayment by any Company Stockholder is conditioned upon the execution and delivery of such transmittal letter containing such appointment and waiver. Upon surrender After the Effective Time, within two business days after receipt by the Paying Agent of a Certificate certificate(s), properly endorsed or otherwise in proper form for cancellation to transfer, representing all the Exchange Agent or to such other agent or agents as may be appointed shares of Company Stock held by Parentany Company Stockholder for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the Company Shareholder shall be entitled to receive Paying Agent shall, in exchange therefor a certificate representing the number of shares issuable therefor, pay to such Company Shareholder as part Stockholder an amount equal to such Company Stockholder’s Aggregate Allocable Portion of the Original Purchase Price (Merger Consideration less the number such Company Stockholder’s Aggregate Allocable Portion of shares of Parent Common Stock to be deposited in the Escrow Fund Amount (as defined in Article VII) on such holder's behalf pursuant amount, with respect to Article VII hereof) each such Company Stockholder, being the “Initial Merger Payment”), if any, but without interest, and the Certificate certificate(s) so surrendered shall forthwith be canceledcancelled. As soon If payment of any portion of any such amount is to be made to a Person other than the Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (i) shall have paid any transfer and other taxes required by reason of the payment of those amounts to a Person other than the registered holder of the certificate(s) surrendered, and shall have established to the satisfaction of the Surviving Corporation that such tax has been paid, or (ii) shall have established to the satisfaction of the Surviving Corporation that such tax is not applicable. Until surrendered as practicable contemplated by this Section 2.2, each certificate representing shares of Company Stock shall be deemed at any time after the Effective Time, and subject Time to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, represent for all corporate purposes, other than the payment of dividends and voting, to evidence purposes only the right to receive the applicable Allocable Portion of the Merger Consideration pursuant to Section 1.6 hereofin respect of each share of Company Stock represented thereby in accordance with the terms hereof and in the manner provided herein.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, the ------------------- Surviving Corporation Company shall cause to be mailed to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock (the “Certificates”) whose shares were converted into the right to receive shares of Parent Common pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 5 reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoto such letter and subject to the requirements and restrictions of any other agreement between Parent and any holder of Company Capital Stock on or before the Effective Time, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's ’s behalf pursuant to Article VII hereof) VII), plus cash in lieu of fractional shares in accordance with Section 1.6(j), to which such holder is en titled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceledcancelled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereofVII, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent. Such consideration shares shall be beneficially owned by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered to the Exchange Agentas contemplated by this Section 1.8, each outstanding Certificate that, immediately prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted pursuant to this Agreement and Delaware Law and the right to receive Merger Consideration pursuant to an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 hereof1.6(j).

Exchange Procedures. Promptly As soon as reasonably practicable after the ------------------- Effective Time, the ------------------- Surviving Corporation Parent shall cause the Exchange Agent to be mailed mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Common Stock (the "Certificates") whose shares were converted into 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 (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed executed, and validly executed in accordance with such other documents as may reasonably be required by the instructions theretoExchange Agent, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the that number of whole shares issuable of Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Common Stock then held by such Company Shareholder as part holder under all such Certificates so surrendered, cash in lieu of the Original Purchase Price (less the number of fractional shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on which such holder's behalf holder is entitled pursuant to Article VII hereofSection 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after In the Effective Timeevent of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that the proper number of shares of Parent Common Stock equal may be issued to a person other than the Escrow Amount. Such consideration shall be beneficially owned by person in whose name the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, each outstanding such Certificate that, prior shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time, represented Time to represent only the shares of Parent Common Stock into which the shares of Company Common Stock will be deemed from and after represented thereby were converted at the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration cash in lieu of any fractional shares of Parent Common Stock as contemplated by Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.6 hereof2.2(c). No interest will be paid or will accrue on any cash payable pursuant to Sections 2.2(c) or 2.2(e).

Exchange Procedures. Promptly after (and in no event more than three (3) Business Days after) the Effective Time, the ------------------- Surviving Corporation Parent shall cause to be mailed to each holder of record of shares of Company Shareholder Capital Stock that were converted into the right to receive cash and/or shares of Parent 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 (the "Certificates") which ------------ immediately prior to the Effective Time represented representing outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6(each, a “Company Certificate”) shall pass, only upon delivery of the Company Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may and Company shall reasonably specifyagree prior to Closing) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock and cash. Upon surrender of a Certificate for cancellation Company Certificates to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holder of such Company Shareholder Certificates shall be entitled to receive promptly in exchange therefor a certificate representing the number of whole shares issuable of Parent Common Stock and the amount of cash to which such Company Shareholder as part of the Original Purchase Price (holder is entitled pursuant to Section 1.6, less the number of shares of Parent Common Stock and cash to be deposited in the Escrow Fund (as defined in Article VII) on such holder's ’s behalf pursuant to Article VII hereof) VIII, and the Company Certificate so surrendered shall forthwith be canceledcancelled. As soon Parent and the Exchange Agent shall be entitled to deduct and withhold any amounts payable pursuant to this Agreement to, or in respect of, the holders of Company Capital Stock and the persons listed on Schedule 1.6(b) any withholding Taxes and such other amounts as practicable after are required under the Effective TimeCode, or any applicable provision of state, local, or foreign Tax law. Any such deducted and subject to and in accordance with the provisions withheld amounts shall be treated for all purposes of Article VII hereof, Parent shall cause to be distributed this Agreement as having been paid to the Escrow Agent (holder of Company Capital Stock or the persons listed on Schedule 1.6(b), as defined applicable, in Article VII) a certificate or certificates representing that number respect of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf which such consideration deduction and withholding was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VIImade. Until surrendered to the Exchange Agentso surrendered, each outstanding Company Certificate that, prior to the Effective Time, represented one or more shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the right to receive Merger Consideration that number of full shares of Parent Common Stock issuable in exchange for such shares of Company Capital Stock and that portion of the Aggregate Cash Amount or Allocable Cash Amount payable in respect of such shares of Company Capital Stock pursuant to Section 1.6 hereof1.6. On the Closing Date, and subject to and in accordance with the provisions of Article VIII, Parent shall cause to be distributed to the Depository Agent (i) ten percent (10%) of the Aggregate Cash Amount (the “Escrow Cash”), (ii) a certificate or certificates representing ten percent (10%) of Aggregate Share Number (the “Escrow Shares”), all of which shall be registered in the name of the Depository Agent as nominee for the Company’s shareholders otherwise entitled to such shares. The shares and cash distributed to the Depository Agent shall be beneficially owned by such holders and shall be held in escrow and shall be available to compensate Parent for certain Losses as provided in Article VIII. To the extent not used to compensate Parent for such Losses, such shares and cash shall be released to the holders, all as provided in Article VIII.

Exchange Procedures. Promptly after the date hereof, Parent shall provide to the Company, the letter of transmittal and instructions described below and a form of certification of lost instrument and indemnity (as contemplated by Section 1.9), for delivery by the Company at the election of the Company to the Shareholders together with the Information Statement described in Section 5.1. To the extent Stock Certificates and transmittal materials have not been previously delivered to Parent or the Exchange Agent, promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each holder of record of a certificate representing shares of Company Shareholder Common Stock or Company Preferred Stock (“Stock Certificate”) whose shares were converted into the right to receive the a portion of 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 (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such customary form and have such other provisions as Parent may are reasonably specifyacceptable to the Company and Parent) and (ii) instructions for use in effecting the surrender of the Stock Certificates in exchange for the a portion of the Merger Consideration. Upon surrender of a Stock Certificate for cancellation (or, as applicable, a certification of lost instrument and indemnity) to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Stock Certificate shall be entitled to receive in exchange therefor the amount of cash which such holder has a certificate representing the number of shares issuable right to such Company Shareholder receive as part of the Original Purchase Price Merger Consideration (less the number applicable proportion of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on Cash attributable to such holder's behalf pursuant to Article VII hereof) ), and the any Stock Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, each outstanding Stock Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, to evidence the portion of the Merger Consideration into which such shares of Company Capital Stock shall have been so converted. As soon as practicable after the Effective Time, and subject to to, and in accordance with with, the provisions of Article VII hereofVIII, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIIVIII) a certificate or certificates representing that number of shares of Parent Common Stock an amount equal to $12,000,000 (the “Escrow Fund Amount”, which amount when deposited with the Escrow Amount. Such consideration Agent shall become the “Escrow Cash”), which shall be beneficially owned by set aside from distributions of the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented portion of Merger Consideration into which shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, (other than Company Common Sock) shall have been converted. The Escrow Cash shall be governed by and released in accordance with Article VIII and the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereofEscrow Agreement.

Exchange Procedures. Promptly (a) Prior to the Effective Time, Purchaser shall enter into an agreement with an exchange agent in a form reasonably acceptable to the Company (the “Exchange Agent” and the agreement, the “Exchange Agent Agreement”) to act as the agent for the purpose, of among other things, facilitating the exchange described in Section 2.2(c) by collecting all unit and share certificates and confirming that all proper accounting and tax entries have been made by the Parties reflecting the exchange of the Units for shares of Purchaser’s Stock in accordance with Section 2.2(c). On or before the Effective Time, Purchaser shall deposit, or cause the Surviving Company to deposit certificates representing the shares of Purchaser’s Stock (other than shares of Purchaser’s Restricted Stock) to be issued as part of the Merger (or make appropriate alternative arrangements if uncertificated shares of Purchaser’s Stock represented by book-entry shares will be issued) with the Exchange Agent. In addition, Purchaser shall deposit or cause to be deposited with the Exchange Agent, as necessary from time to time after the Effective Time, the ------------------- Surviving Corporation shall cause any dividends or other distributions, if any, to which Company Member may be mailed entitled, on Purchaser’s Stock to each Company Shareholder (i) which they are entitled, with both a letter of transmittal (which shall specify that delivery shall be effected, record and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to payment date after the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right and prior to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates Units to the Purchaser in exchange for such Purchaser’s Stock. Such shares of Purchaser’s Stock and the Merger Consideration. Upon surrender amount of a Certificate for cancellation to any dividends or other distributions deposited with the Exchange Agent or pursuant to such other agent or agents this Section 2.3, are referred to collectively in this Agreement as may be appointed by Parent, together with such letter of transmittal, duly completed the “Exchange Fund.” Purchaser shall retain and validly executed hold in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate escrow all certificates representing the number shares of shares issuable Purchaser’s Restricted Stock to such Company Shareholder be issued as part of the Original Purchase Price (less Merger until such shares vest; provided, however, Purchaser shall provide a copy of any such certificates to the number of applicable Company Member holding Class B Units. Purchaser shall distribute certificates representing the shares of Parent Common Purchaser’s Restricted Stock to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and applicable Company Members upon the Certificate so surrendered shall forthwith be canceledvesting of Purchaser’s Restricted Stock. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereof.15 133991530.23

Exchange Procedures. Promptly No later than the first business day after the Effective Time, the ------------------- Surviving Corporation Novoste shall cause the Exchange Agent to be mailed mail to each Company Shareholder holder of record of a certificate or certificates (“Certificates”) that immediately prior to the Effective Time represented outstanding shares of ONI Capital Stock which were converted into the right to receive Novoste Common Stock pursuant to Section 2.6, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have contain such other provisions as Parent Novoste may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Novoste Common Stock, and (iii) instructions for completion of exercise of rights under DGCL for Dissenting Shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor (and Novoste shall cause the Exchange Agent to promptly deliver) a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of whole shares of Parent Novoste Common Stock which such holder has the right to be deposited in the Escrow Fund (as defined in Article VII) on such holder's behalf receive pursuant to Article VII hereof) Section 2.6, rounded down to the nearest whole share (and the cash will be paid in lieu of fractional shares in accordance with Section 2.13). Any Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective TimeUntil so surrendered, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock Certificates will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive Merger Consideration upon surrender a certificate representing the number of shares of Novoste Common Stock issuable pursuant to Section 1.6 hereof2.6. In the event of a transfer of ownership of shares of ONI Capital Stock that is not registered in the transfer records of ONI, a certificate representing the proper number of whole shares of Novoste Common Stock may be issued to a transferee if the Certificate representing such shares of ONI Capital Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation shall cause to be mailed to each Company Shareholder (i) holder of record of Capital Stock represented by a Certificate or Book-Entry Share, whose Capital Stock was converted into the right to receive the Senior Common Stock Merger Consideration or the Common Stock Merger Consideration, as applicable, a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Exchange Agent Paying Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions to the letter of transmittal for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares in exchange for the Senior Common Stock Merger Consideration or Common Stock Merger Consideration, as applicable. Upon Each holder of shares of Capital Stock that have been converted into the right to receive the Senior Common Stock Merger Consideration or the Common Stock Merger Consideration, as applicable, shall be entitled to receive, subject to Section 2.12, the Senior Common Stock Merger Consideration or the Common Stock Merger Consideration, as applicable, in accordance with Section 2.7(a) and Section 2.7(b) in respect of the shares of Capital Stock represented by a Certificate or Book-Entry Share upon (i) surrender to the Paying Agent of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentCertificate, together with such letter of transmittal, a duly completed and validly executed in accordance with letter of transmittal and such other documents as may reasonably be requested by the instructions theretoPaying Agent, or (ii) receipt of an “agent’s message” by the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing Paying Agent (or such other evidence, if any, of transfer as the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited Paying Agent may reasonably request) in the Escrow Fund (as defined in Article VII) on such holder's behalf pursuant to Article VII hereof) and the Certificate case of Book-Entry Shares. Until so surrendered shall forthwith be canceled. As soon or transferred, as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentcase may be, each outstanding Certificate or Book-Entry Share that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive the Senior Common Stock Merger Consideration pursuant to or the Common Stock Merger Consideration, as applicable, in accordance with Section 1.6 hereof2.7(a) and Section 2.7(b). No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book-Entry Share.

Exchange Procedures. Promptly Immediately prior to the ------------------- Effective Time, Citco shall deposit with the exchange agent (the "Exchange Agent") for the benefit of holders of shares of TCB Common Stock and holders of options to purchase TCB Common Stock, sufficient cash to satisfy its obligations under Section 3.1 of this Agreement. Within five days after the Effective Time, the ------------------- Surviving Corporation Citco and TCB shall cause the Exchange Agent to be mailed mail to each Company Shareholder (i) a letter the former shareholders and option holders of TCB appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the certificates theretofore representing shares, or options to purchase shares, of TCB Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent). After the Effective Time, each holder of shares, or options to purchase shares, of TCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters' rights of appraisal have been perfected and not withdrawn or forfeited under Section 3.4 of this Agreement) issued and outstanding at the "Certificates"Effective Time promptly upon surrender the certificate or certificates representing such shares, or options to purchase shares, to the Exchange Agent, shall receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, together with all undelivered dividends and other distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. Until so surrendered, each outstanding certificate of TCB Common Stock, or options to purchase shares, shall be deemed for all purposes, to represent the consideration into which ------------ immediately the number of shares, or options to purchase shares, of TCB Common Stock represented thereby prior to the Effective Time represented outstanding shares shall have been converted without interest. Citco shall not be obligated to deliver the consideration to which any former holder of Company TCB Common Stock whose shares were converted into the right to receive is entitled as a result of the Merger Consideration pursuant to Section 1.6, shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in until 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 the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Common Stock to be deposited in the Escrow Fund (as defined in Article VII) on holder surrenders such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number the shares, or options to purchase shares, of shares of Parent TCB Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent for exchange as provided in Article VIIthis Section 4.1. Until The certificate or certificates of TCB Common Stock, or options to purchase shares, so surrendered to shall be duly endorsed as the Exchange AgentAgent may require. Any other provision of this Agreement notwithstanding, each outstanding Certificate thatneither the Surviving Corporation, prior TCB, nor the Exchange Agent shall be liable to the Effective Timea holder of TCB Common Stock, represented shares of Company Common Stock will be deemed from and after the Effective Timeor options to purchase shares, for all corporate purposes, other than the payment of dividends and voting, any amounts paid or property delivered in good faith to evidence only the right to receive Merger Consideration a public official pursuant to Section 1.6 hereofany applicable abandoned property Law.

Exchange Procedures. Promptly after the Effective TimeClosing, the ------------------- Surviving Corporation Parent shall cause to be mailed to each holder of record of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock, (iA) a letter of transmittal (the “Letter of Transmittal”) which shall specify that delivery of Certificates shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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) specify and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for Cash Consideration and certificates representing the Merger Stock Consideration. Upon surrender The Letter of Transmittal shall indicate that applicable withholding Taxes with respect to the exercise of Nonstatutory Options and, if applicable, the exercise of Company Warrants and the vesting of Restricted Stock, will be withheld from the Cash Consideration otherwise payable to each Stockholder that acquired shares of Company Common Stock pursuant to the exercise of a Certificate for cancellation Nonstatutory Option or Company Warrant or upon the exchange of shares of Company Capital Stock that are Restricted Stock. Upon delivery of a Letter of Transmittal to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, together with surrender of a Certificate (or Certificates) for cancellation, the Company Shareholder Stockholder shall be entitled to receive in exchange therefor a certificate representing the number of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of whole shares of Parent Common Stock constituting the Stock Consideration and the Cash Consideration to which such Stockholder is entitled pursuant to Section 2.6 (less the cash proceeds to be deposited in with the Escrow Fund (as defined in Article VII) Agent on such holder's behalf pursuant to Article VII hereof’s behalf) and the Certificate any cash in lieu of fractional shares as provided in Section 2.6(f). The Certificate(s) so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and voting, to evidence only the right to receive the Merger Consideration pursuant to Section 1.6 hereofas provided in this Article II.

Exchange Procedures. Promptly (a) Upon the terms and subject to the conditions set forth in this Article XII and the other provisions of this Agreement, after the expiration of the period commencing on the Effective TimeDate and ending on the lock-up expiration date (or other early release of lock-up restrictions) that is specified in those certain lock-up agreements entered into in connection with the IPO or any subsequent public offering and between the managing underwriters of the IPO and each Member (the “Lock-Up Period”), each Member (other than PubCo) shall be entitled, from time to time, to cause the Company to effect an Exchange, by delivering an Exchange Notice to the Company with a copy to PubCo. Each Exchange Notice shall be in the form set forth on Exhibit A and shall include all information required to be included therein. (b) Solely in connection with an Exchange that coincides with a substantially concurrent public offering or private sale of Class A Common Stock, within one (1) Business Day of the giving of an Exchange Notice, the ------------------- Surviving Corporation Managing Member may elect to cause the Company to settle all or a portion of the Exchange in cash proceeds from such public offering or private sale in an amount equal to the Cash Settlement (in lieu of shares of Class A Common Stock), exercisable by giving written notice of such election to the Exchanging Member within such one (1) Business Day period (such notice, the “Cash Settlement Notice”); provided, that the Exchange Date for the portion of the Exchanged Units to which the Cash Settlement Notice applies shall cause to automatically be mailed to each Company Shareholder extended for one (i1) a letter additional Business Day for purposes of transmittal (this Agreement unless otherwise elected in writing by the Member that delivered the relevant Exchange Notice. The Cash Settlement Notice shall set forth the portion of the Exchanged Units which shall specify that delivery shall be effected, and risk redeemed for cash in lieu of loss and title Class A Common Stock. To the extent such Exchange relates to the certificates (exercise of the "Certificates") Exchanging Member’s registration rights under Section 3 of the Registration Rights Agreement, PubCo and the Company shall cooperate in good faith with such Exchanging Member to exercise such Exchange in a manner which ------------ immediately preserves such Exchanging Member’s rights thereunder. At any time following the giving of a Cash Settlement Notice and prior to the Effective Time represented outstanding shares Exchange Date, the Managing Member may elect (exercisable by giving written notice of Company Common Stock whose shares were converted into such election to the right Exchanging Member) to receive revoke the Merger Consideration pursuant Cash Settlement Notice with respect to Section 1.6, shall pass, only upon delivery all or any portion of the Certificates Exchanged Units and to cause the Company to redeem such Exchanged Units on 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 Date for the Merger ConsiderationStock Settlement. Upon surrender For the avoidance of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretodoubt, the Company Shareholder shall be entitled have no obligation to receive in exchange therefor make a certificate representing Cash Settlement that exceeds the number cash contributed to the Company by PubCo from PubCo’s offering or sales of shares issuable to such Company Shareholder as part of the Original Purchase Price (less the number of shares of Parent Class A Common Stock to be deposited referenced in the Escrow Fund this Section 12.1(b). (as defined in Article VIIc) on such holder's behalf pursuant to Article VII hereof) and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed Notwithstanding anything herein to the Escrow Agent (as defined contrary, an Exchanging Member may withdraw or amend an Exchange Notice, in Article VII) a certificate whole or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount. Such consideration shall be beneficially owned by the holders on whose behalf such consideration was deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agent, each outstanding Certificate thatpart, prior to the Effective Timeeffectiveness of the Exchange, represented shares at any time prior to 5:00 p.m. New York City time, on the Business Day immediately preceding the Exchange Date (or any such later time as may be required by applicable law) by delivery of Company Common Stock will be deemed from a written notice of withdrawal to the Managing Member, specifying (1) the number of withdrawn Exchanged Units, (2) if any, the number of Exchanged Units as to which the Exchange Notice remains in effect and after (3) if the Effective TimeExchanging Member so determines, for all corporate purposes, a new Exchange Date or any other than new or revised information permitted in the payment of dividends and voting, to evidence only the right to receive Merger Consideration pursuant to Section 1.6 hereofExchange Notice.

Exchange Procedures. Promptly after the Effective Time, the ------------------- Surviving Corporation Parent shall cause to be mailed to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Shareholder Capital Stock whose shares were converted into shares of Parent Common Stock pursuant to Section 1.6, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates (the "Certificates") which ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, 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 effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the Company Shareholder holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing the number of whole shares issuable to such Company Shareholder as part of the Original Purchase Price Parent Common Stock (less the number of shares of Parent Common Stock Stock, if any, to be deposited in the Escrow Fund (as defined in Article VIISection 7.5 below) on such holder's behalf pursuant to Article VII Section 7.5 hereof) ), plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holder is entitled pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow AmountAmount which shall be registered in the name of the Escrow Agent. Notwithstanding the provisions contained in Section 1.6(g), any fractional share that would otherwise result from the issuance of a certificate representing the shares of Parent Common Stock to be deposited into escrow pursuant to Article VII hereof shall be rounded down to the nearest whole share and any fraction of a share that would otherwise result from the issuance of a certificate representing the remaining shares of Parent Common Stock which each such shareholder would otherwise be entitled to receive under Section 1 by virtue of ownership of outstanding shares of Company Common Stock shall be rounded up to the nearest whole share. Such consideration shares shall be owned beneficially owned and of record by the holders on whose behalf such consideration was shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until surrendered to the Exchange Agentso surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and votingdividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Capital Stock shall have been so converted and the right to receive Merger Consideration an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6 and this Section 1.8(c). Parent shall use its reasonable efforts to cause the Exchange Agent to issue to each Company shareholder the Parent Common Stock pursuant to Section 1.6 hereofwithin five (5) business days after the Exchange Agent receives all documents necessary to effect such exchange, properly completed, guaranteed (in the event that shares of Parent Common Stock are requested to be registered in names other than the registered holder of Company Common Stock or Company Preferred) and presented for transfer, from each such shareholder.