Common use of Certificates Clause in Contracts

Certificates. Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.53.2, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (yii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.6(g)) 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 ParentParent (or affidavits of loss in lieu thereof in accordance with Section 3.6(g)), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b3.2(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)3.6(b)(i), (CB) any dividends or other distributions payable pursuant to Section 2.9(c)(i3.6(c)(i) and (DC) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.73.4, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent (a) Certificates evidencing any of the Company Securities ("Certificates") shall cause be in such form, not inconsistent with that required by the Exchange Agent to mailAct or any other Law and this Agreement, as soon as reasonably practicable after shall be approved by the Effective Time and in any event not later than Board of Directors. Each Certificate shall certify the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares number of Company Stock were converted into Securities and the Merger Consideration pursuant to Section 2.5, (x) a letter class of transmittal (such Company Securities 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 Certificate represents and shall be in customary formsigned by (i) the Chairman of the Board, the President or any Vice President and (yii) instructions for use in effecting the surrender Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Certificates Company and countersigned by the Transfer Agent (in exchange for the Merger Consideration. Upon surrender event that the Company is not the Transfer Agent); provided, however, that any or all of a the signatures, including the countersignature, on the 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledfacsimile. In the event that any Officer or Transfer Agent who shall have signed, or whose facsimile signature or signatures shall have been placed upon, any such Certificate shall have ceased to be such Officer or Transfer Agent before such Certificate is issued by the Company, such Certificate may nevertheless be issued by the Company with the same effect as if such person were such Officer or Transfer Agent on the date of a transfer of ownership issue. Certificates for each class of Company Stock that is not registered Securities shall be consecutively numbered and shall be entered in the transfer books and records of the Company as they are issued and shall exhibit the holder's name and number of Company Securities, except as provided in Subsection 3.4(b). No Certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent (in the event that the Company is not the Transfer Agent). (b) The Company Securities may be represented by global certificates issued in the name of Cede & Co. (or such other name as the depositary may direct), as nominee for the Depositary Trust Company, payment may be made as depositary for the Company Securities, and shares may Certificates shall not be issued to a Person other than owners of beneficial interests in global certificates held by the Person depositary. Any provision herein calling for delivery of Certificates for Company Securities may be satisfied by delivering such Company Securities by book-entry transfer to such owners of beneficial interests at an account maintained for that purpose by the Transfer Agent with the depositary, in whose name accordance with arrangements among the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer depositary and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish its participants and subject to the reasonable satisfaction of Parent various policies and procedures that such Tax has been paid or is not applicable. No interest shall may be paid or accrue on any cash payable upon surrender of any Certificateadopted by the depositary from time to time.

Certificates. Parent shall cause The shares of capital stock of the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each Corporation may be represented by certificates or be uncertificated. Every holder of record of a Certificate whose shares of Company Stock were converted into stock in the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Corporation shall be entitled to receive receive, if he or she so requests, a certificate or certificates representing his or her shares of capital stock of the Corporation in exchange thereforsuch form as may be prescribed by the Board of Directors, signed by, or in the name of the Corporation by, (i) the Chairman, the Chief Executive Officer, the President, or a Vice President, and Parent shall cause (ii) a Vice President, the Exchange Agent to pay and deliver in exchange thereof as promptly as practicableTreasurer or an Assistant Treasurer, (A) cash in or the Secretary or an amount equal to Assistant Secretary of the Cash Consideration multiplied by Corporation, certifying the number of shares owned by him in the Corporation. If the Corporation shall be authorized to issue more than one class of Company Stock previously represented stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualification, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, provided that, except as otherwise provided in Section 202 of the DGCL, in lieu of the foregoing requirements, there may be set forth on the face or back of the certificate which the Corporation shall issue to represent such class or series of stock, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights. Notwithstanding anything to the contrary in these Bylaws, at all times that the Corporation’s stock is listed on a stock exchange, such shares shall comply with all direct registration system eligibility requirements established by such Certificateexchange, (B) including any requirement that shares of the Corporation’s stock be eligible for issue in book-entry form. All issuances and transfers of shares of the Corporation’s stock shall be entered on the books of the Corporation with all information necessary to comply with such direct registration system eligibility requirements, including the name and address of the person to whom the shares are issued, the number of shares issued and the date of Parent Common Stock (which issue. The Board shall be in book-entry form unless a certificate is requested) representinghave the power and authority to make such rules and regulations as it may deem necessary or proper concerning the issue, in the aggregate, the whole number transfer and registration of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records stock of the Company, payment may be made Corporation in both the certificated and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificateuncertificated form.

Certificates. As soon as practicable after the Effective Time (and in no event later than five (5) Business Days after the Effective Time), Parent or the Surviving Corporation shall cause the Exchange Agent to mailmail to each Person that was, as soon as reasonably practicable after immediately prior to the Effective Time and in any event not later than the fifth Business Day following the Closing DateTime, to each a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Company Shares were converted into the right to receive the Merger Consideration, the Fractional Share Consideration and the Dividend Consideration, as applicable, at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and shall otherwise be in customary formsuch form as Parent and the Exchange Agent shall reasonably agree upon (a “Letter of Transmittal”) and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration, the Fractional Share Consideration and the Dividend Consideration, as applicable, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Agent or to such other agent or agents as may be appointed in writing by ParentMerger Sub, together with such letter and upon delivery of transmittala Letter of Transmittal, duly completed executed and validly executed in accordance proper form, with the instructions thereto, and respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate Certificates shall be entitled to receive in exchange thereforthe Merger Consideration, the Fractional Share Consideration and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof Dividend Consideration, as promptly as practicableapplicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of for each Company Stock previously Share formerly represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) Certificates (after taking into account all other Certificates surrendered by such holder pursuant giving effect to this any required Tax withholdings as provided in Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the CompanyMerger Consideration, payment may the Fractional Share Consideration and the Dividend Consideration, as applicable, is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration, the Fractional Share Consideration and the Dividend Consideration, as applicable, to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration, the Fractional Share Consideration and the Dividend Consideration, as applicable, as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall represent the right to receive payment of the fair value of such Company Shares in accordance with and to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause Upon the Exchange Agent issuance of Units in the Company to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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 Person in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentprovisions of this Agreement, the holder Company shall issue one or more certificates in the name of such Person substantially in the form of Exhibit A hereto (a “Unit Certificate”), which evidences the ownership of the Units in the Company of such Person. Each such Unit Certificate shall be entitled to receive denominated in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by terms of the number of shares of Units in the Company Stock previously represented evidenced by such Certificate, (B) the number of shares of Parent Common Stock (which Unit Certificate and shall be signed by an officer of the Company. (a) The Company shall maintain books for the purpose of registering the transfer of Units. In connection with a transfer in book-entry form unless a certificate is requested) representing, accordance with this Agreement of any Units in the aggregateCompany, the whole number Unit Certificate(s) shall be delivered to the Company for cancellation, and the Company shall thereupon issue a new Unit Certificate to the transferee evidencing the Units that were transferred and, if applicable, the Company shall issue a new Unit Certificate to the transferor evidencing any Units registered in the name of shares the transferor that such holder has were not transferred. (b) Each Unit Certificate evidencing Units in the right to receive in respect of such Certificate pursuant to Company shall bear the following legend: “THIS CERTIFICATE EVIDENCES AN INTEREST IN SABINE PASS LNG-LP, LLC (THE “COMPANY”) AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF ITS FORMATION AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF EACH OTHER APPLICABLE JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AMONG THE MEMBER(S). COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” (c) This Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant 4.5 shall not be amended, and any purported amendment to this Section 2.9(b)(i))4.5 shall be null and void, unless the Controlling Agent (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered as defined in the transfer records Intercreditor Agreement) under the Intercreditor Agreement has consented to such amendment or the Discharge of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered First Lien Obligations has occurred. c. Exhibit A is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish hereby added to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.Original Agreement in its entirety in the form attached hereto as Exhibit A.

Certificates. Parent Acuren shall cause the Exchange Agent to mail, as soon as reasonably practicable after the First Effective Time and in any event not later than the fifth Business Day following the Closing DateTime, to each holder of record of a Certificate whose shares of Company NV5 Common Stock were converted into the right to receive the Merger Consideration pursuant to under Section 2.52.1, (xA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent (or affidavits of loss in lieu thereof under Section 2.4(h)) and shall be in customary formform as mutually agreed by Acuren and NV5, shall have such other provisions as Acuren may reasonably specify and shall be reasonably acceptable to NV5) (a “Letter of Transmittal”) and (yB) 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 Parentaffidavits of loss in lieu thereof under Section 2.4(h)), together with such letter a Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent, including any Internal Revenue Service withholding forms required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent Acuren shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as reasonably practicable, (A1) cash in an amount equal to the Per-Share Cash Consideration Amount, multiplied by the number of shares of Company NV5 Common Stock previously represented by such Certificate, (B2) the number of shares of Parent Acuren Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect for the shares of NV5 Common Stock represented by such Certificate pursuant to under Section 2.5(b2.1(a)(ii) (after taking into account all other Certificates surrendered by such holder pursuant to under this Section 2.9(b)(i2.4(c)(i)), (C3) any dividends or other distributions payable pursuant to under Section 2.9(c)(i2.4(d)(i) and (D4) cash in lieu of fractional fractions of shares of Parent Acuren Common Stock payable pursuant to under Section 2.72.2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company NV5 Common Stock that is not registered in the transfer records of the CompanyNV5, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Acuren that such Tax has been was paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any CertificateCertificate hereunder.

Certificates. Parent TWTC and the Borrower shall cause furnish to the Exchange Administrative Agent for prompt duplication and distribution to mailthe Term Loan B Lenders: (a) concurrently with the delivery of the financial statements referred to in Section 9.15, a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Term Loan B Default or Term Loan B Event of Default relating to the Term Loan B Loans or in favor of the Term Loan B Lenders, except as soon as reasonably practicable after specified in such certificate; (b) concurrently with the Effective Time and in delivery of any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration financial statements pursuant to Section 2.59.15, (xi) a letter certificate of transmittal (which shall specify that delivery shall be effecteda Responsible Officer stating that, to the best of each such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements relating to the Term Loan B Loans or in favor of the Term Loan B Lenders, and risk of loss satisfied every condition, contained in this Agreement and title the other Loan Documents to which it is a party to be observed, performed or satisfied by it, in each case, relating to the Certificates shall pass, only upon delivery Term Loan B Loans or in favor of the Certificates Term Loan B Lenders, and that such Responsible Officer has obtained no knowledge of any Term Loan B Default or Term Loan B Event of Default relating to the Exchange Agent and shall be Term Loan B Loans or in customary form) and (y) instructions for use in effecting the surrender favor of the Certificates Term Loan B Lenders except as specified in exchange for such certificate; and (c) within five days after the Merger Consideration. Upon surrender same are sent, copies of a Certificate for cancellation all financial statements and reports that TWTC or the Borrower sends to the Exchange Agent holders of any class of its debt securities or to such other agent public equity securities and, within five days after the same are filed, copies of all financial statements and reports that TWTC or agents as the Borrower may be appointed by Parentmake to, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentor file with, the holder of such Certificate shall SEC. (d) Any delivery required to be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate made pursuant to Section 2.5(b9.16(c) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed deemed to have been made on the date on which TWTC posts such delivery on its website on the Internet at ▇▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇ or otherwise be in proper form for transfer and when such delivery is posted on the Person requesting SEC’s website on the Internet at ▇▇▇.▇▇▇.▇▇▇; provided that TWTC shall give notice of any such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish posting to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest Administrative Agent (who shall be paid or accrue on any cash payable upon surrender then give notice of any Certificatesuch posting to the Term Loan B Lenders); provided, further, that TWTC shall deliver paper copies of any delivery referred to in Section 9.16(c) to the Administrative Agent if the Administrative Agent or any Term Loan B Lender acting through the Administrative Agent requests TWTC to deliver such paper copies until written notice to cease delivering such paper copies is given by the Administrative Agent.

Certificates. Company shall have delivered to Parent shall cause (i) a copy of the Exchange Agent to mailarticles of incorporation, as soon amended, of Company, certified as reasonably practicable after of a recent date by the Effective Time Secretary of State of Company’s jurisdiction of incorporation, and a long-form certificate as to the good standing of Company from such official, in any event not later than each case dated as of a recent date; (ii) a certificate as to the fifth Business Day following good standing of Company as a foreign corporation qualified to do business in California and a tax certificate of good standing from the Secretary of State of Nevada dated as of a recent date; (iii) a certificate of the Secretary of Company dated the Closing DateDate and certifying (A) that attached thereto is a true, to each holder correct and complete copy of record of a Certificate whose shares the by-laws of Company Stock were converted into as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of Company described in item (B) below, (B) that attached thereto is a true, correct and complete copy of the resolutions adopted by the Board of Directors of Company authorizing the execution, delivery and performance of this Agreement and all other documents delivered by Company in connection herewith and the consummation by Company of the Merger Consideration Transactions to which it is a party and such other documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of Company has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to Section 2.5(i) above and no action has been taken by Company or its shareholders, directors or officers in contemplation of the filing of any such amendment or in contemplation of the liquidation or dissolution of Company, and (xD) as to the incumbency and specimen signature of each officer of Company executing this Agreement or any other document delivered in connection herewith; (iv) a letter certificate of transmittal (which shall specify that delivery shall be effected, and risk another officer of loss and title Company dated the Closing Date as to the Certificates shall pass, only upon delivery incumbency and signature of the Certificates Secretary of Company; (v) a certificate of the Chairman of the Board of Directors, President or a Vice President of Company and its chief financial officer or chief accounting officer stating that the representations and warranties of Company in Section 3 hereof are true and correct as of the Closing Date with the same force and effect as if made on and as of the Closing Date and Company has complied with all the terms and provisions contained in this Agreement or in the other documents delivered in connection herewith on its part to the Exchange Agent and shall be in customary form) observed or performed; and (yvi) 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, and such other documents as Parent may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificaterequest.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three (3) Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such delivery of a letter of transmittal, duly completed executed and validly executed in proper form, with respect to such Certificates, the Paying Agent or such other agent, in accordance with the instructions theretoletter of transmittal and instructions, and such other documents as may reasonably be required by the Exchange Agent, shall transmit to the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause Certificates the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such Certificate, Certificates (B) the number subject to any withholding of shares of Parent Common Stock (which shall be Taxes required by applicable Law as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent or the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall be deemed to represent only the right to receive payment of the fair value of such Shares in accordance with and solely to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three (3) Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares or Preferred Shares, as applicable, represented by certificates (the “Certificates”), which Shares or Preferred Shares were converted into the right to receive the Merger Consideration or the Series A Preferred Stock Consideration, as applicable, at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration or the Series A Preferred Stock Consideration, as applicable. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions thereto, and respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate Certificates shall be entitled to receive in exchange thereforthe Merger Consideration or Series A Preferred Stock Consideration, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicableapplicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously formerly represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) Certificates (after taking into account all other Certificates surrendered by such holder pursuant giving effect to this any required Tax withholdings as provided in Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration or the Series A Preferred Stock Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration or the Series A Preferred Stock Consideration, as applicable, to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. Any other transfer or similar Taxes arising out of the transactions contemplated hereunder shall be borne by Parent. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration or the Series A Preferred Stock Consideration, as applicable, in cash as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall be deemed to represent only the right to receive payment of the fair value of such Shares in accordance with and to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause Upon commencement of the Exchange Agent to mail, as soon as reasonably practicable after offering of the Effective Time Units under this Agreement (and in any event not later than upon the fifth Business Day recommencement of the offering of the Units under this Agreement following the Closing Date, to each holder of record termination of a Certificate whose shares suspension of Company Stock were converted into sales hereunder), and each time that (i) the Merger Consideration Registration Statement or the Prospectus shall be amended or supplemented (other than an amendment or supplement effected by the filing with the Commission of any document incorporated by reference therein which shall be subject to the provisions of clauses (ii) and (iv) below, any prospectus supplement filed pursuant to Rule 424(b) pursuant to Section 2.54(bb) hereof or a prospectus supplement relating solely to the offering of securities other than the Units), (xii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than a letter Current Report on Form 8-K, unless any Manager shall otherwise reasonably request), (iii) the Units are delivered to any Manager as principal at the Time of transmittal Delivery pursuant to a Terms Agreement, or (which shall specify that delivery shall be effected, iv) otherwise as any Manager may reasonably request and risk of loss and title upon reasonable advance notice to the Certificates shall passPartnership (such commencement or recommencement date and each such date referred to in subsection (i), only upon delivery of the Certificates to the Exchange Agent and shall be in customary form(ii), (iii) and (yiv) instructions for use in effecting herein, each a “Representation Date”), the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation Partnership shall furnish or cause to be furnished to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, Managers (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representingor, in the aggregatecase of subclause (iii) above, the whole number relevant Manager party to the Terms Agreement) forthwith a certificate dated and delivered on the Representation Date, in form satisfactory to the Managers (or, in the case of shares subclause (iii) above, the relevant Manager party to the Terms Agreement) to the effect that the statements contained in the certificate referred to in Section 6(b) hereof which were last furnished to the Managers (or, in the case of subclause (iii) above, the relevant Manager party to the Terms Agreement) are true and correct as of such Representation Date, as though made at and as of such time (except that such holder has certificate shall state that such statements (including with respect to the right representations and warranties contained herein) shall be deemed modified to receive incorporate the disclosures contained in respect the Registration Statement and the Prospectus, in each case as amended or supplemented as of such Certificate pursuant to Section 2.5(bdate) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i))or, (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7such certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records certificate of the Companysame tenor as the certificate referred to in said Section 6(b), payment may be made and shares may be issued modified as described immediately above to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason time of the payment to a Person other than the registered holder delivery of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificatecertificate.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three (3) Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Company Shares were converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, shall include any certifications Parent may reasonably request relating to any withholding obligations of Parent under the Code or other applicable Tax Law, and shall otherwise be in customary form) such form as Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Per Share Merger ConsiderationConsideration for each Company Share. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such delivery of a letter of transmittal, duly executed and completed and validly executed in accordance proper form, with the instructions theretorespect to such Certificates, and such other documents as may be reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Per Share Merger Consideration multiplied by the number of shares of for each Company Stock previously Share formerly represented by such Certificate, Certificates (B) the number of shares of Parent Common Stock (which shall be without interest and after giving effect to any required Tax withholdings as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)2.4), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Per Share Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent and the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Agreement, except for Certificates representing Company Shares that are Dissenting Shares, which shall be deemed to represent the right to receive the Dissenting Stockholder Consideration.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than two (2) Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section ‎2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such delivery of a letter of transmittal, duly completed executed and validly executed in proper form, with respect to such Certificates, the Paying Agent or such other agent, in accordance with the instructions theretoletter of transmittal and instructions, and such other documents as may reasonably be required by the Exchange Agent, shall transmit to the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause Certificates the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such Certificate, Certificates (B) the number subject to any withholding of shares of Parent Common Stock (which shall be Taxes required by applicable Law as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement.

Certificates. Parent Facility Agent shall cause have received: (i) an incumbency certificate from Computershare, (ii) a certificate from a Responsible Officer of each other Transaction Party (a) attesting to the Exchange resolutions, consent or minutes of the board of directors of such Transaction Party authorizing its execution, delivery, and performance of this Agreement and the other Transaction Documents to which such Transaction Party is a party, (b) with respect to the Borrower only, attesting to the absence of any material breach by the Borrower (or any Affiliate thereof) of any Master Lease Document to which it is a party, (c) with respect to the Borrower only, attesting to the satisfaction (or waiver by the Facility Agent and each Lender) of all conditions precedent to mailthe Closing Date applicable to it in accordance with the terms and conditions hereof (assuming that in any case where a condition provides that a document, instrument or other item must be satisfactory to Facility Agent and each Lender, or any action must be taken by Facility Agent or a Lender, such document, instrument or other item is satisfactory to Facility Agent or such Lender, or such action has been taken by Facility Agent or such Lender), and (d) attesting to the incumbency and signatures of the Responsible Officers authorized to execute the same; (iii) with respect to each Transaction Party other than other than the Paying Agent, the Collateral Agent and the Custodian, copies of such Transaction Party’s Organizational Documents, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following amended, modified, or supplemented prior to the Closing Date, in each case certified by a Responsible Officer of such Transaction Party; and (iv) with respect to each holder of record of a Certificate whose shares of Company Stock were converted into Transaction Party other than the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder Collateral Agent and the Custodian, a certificate of status with respect to such Transaction Party, dated within fifteen (15) days of the Closing Date, such certificate to be issued by the appropriate officer of the jurisdiction of organization of such Certificate entity, which certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares indicate that such holder has the right to receive entity is in respect of good standing in such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificatejurisdiction.

Certificates. Parent shall will cause the Exchange Paying Agent to mail, as soon as reasonably practicable after the Effective Time and (but in any no event not later more than the fifth two Business Day following the Closing DateDays thereafter), to each holder of record of Book-Entry Shares (as defined below) or a Certificate certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.52.7, (xA) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Exchange Paying Agent or, with respect to Book-Entry Shares, receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request, and shall which letter of transmittal will be in customary form) form and have such other provisions as Parent and the Surviving Corporation may reasonably specify); and (yB) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu of the Certificate as provided in Section 2.11) 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 theretoexecuted, and such other documents as may reasonably be required by the Exchange AgentPaying Agent in accordance with the terms of such materials and instructions, the holder of such Certificate shall will be entitled to receive in exchange thereforfor the number of shares represented by such Certificate, and Parent shall will cause the Exchange Paying Agent to pay and deliver in exchange thereof therefor as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by the amount of Merger Consideration that such holder pursuant is entitled to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the . The Certificate so surrendered shall forthwith will be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicablecancelled. No interest shall will be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. Until surrendered as contemplated by this Section 2.10(b)(i), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, and no dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of, or in respect of, any Certificate with respect to the shares of Parent Common Stock issuable upon surrender thereof.

Certificates. Parent shall cause instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing DateTime, to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.52.1, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary formform and have such other provisions as Parent may reasonably specify) and (yii) 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 theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Per Share Cash Consideration Amount multiplied by the number of shares of Company Common Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-book entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b2.1(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i2.5(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i2.5(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.72.3, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than the fifth one (1) Business Day following after the Closing DateEffective Time), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose Company Capital Stock represented by certificates (the "Certificates"), which shares of Company Capital Stock were converted into the Merger Consideration pursuant right to receive the consideration set forth in Section 2.52.1 at the Effective Time, and who has not returned a Stock Letter of Transmittal to the Paying Agent prior to the Closing Date: (xA) a letter of transmittal substantially in the form attached hereto as Exhibit D (which shall specify that delivery shall be effected, and risk a "Stock Letter of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) Transmittal"); and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(f) and, if required, an indemnification agreement) in exchange for payment of the Merger Considerationconsideration set forth in Section 2.1. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(f) and, if required, an indemnification agreement) to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter and upon delivery of transmittala Stock Letter of Transmittal, duly completed and validly executed in accordance with the instructions theretoterms of such Stock Letter of Transmittal, duly executed and in proper form, with respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause therefor the Exchange Agent to pay and deliver consideration set forth in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares Section 2.1 for each share of Company Capital Stock previously formerly represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event If payment of a transfer of ownership of Company Stock that such consideration is not registered in the transfer records of the Company, payment may to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent and the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificate. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the consideration set forth in Section 2.1, except for Certificates representing shares of Company Capital Stock held by Dissenting Stockholders, which shall be deemed to represent the right to receive payment of the fair value of such shares of Company Capital Stock in accordance with and to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause have delivered to Company (i) a copy of the Exchange Agent to mailarticles of incorporation, as soon amended, of each of Parent and Sub, certified as reasonably practicable after of a recent date by the Effective Time and in any event not later than Secretary of State of the fifth Business Day following jurisdiction of its incorporation; (ii) a certificate of the Secretary of Parent dated the Closing DateDate and certifying (A) that attached thereto is a true, correct and complete copy of the by-laws of each of Parent and Sub as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of Parent and Sub described in item (B) below, (B) that attached thereto is a true, correct and complete copy of the resolutions adopted by the Board of Directors of each holder of record Parent and Sub authorizing the execution, delivery and performance of a Certificate whose shares this Agreement and all other documents delivered by Parent and Sub in connection herewith and the consummation by Parent and Sub of Company Stock were converted into the Merger Consideration Transactions to which it is a party and such other documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of Parent and Sub have not been amended since the date of the last amendment thereto furnished pursuant to Section 2.5(i) above and no action has been taken by Parent or Sub or its respective shareholders, directors or officers in contemplation of the filing of any such amendment or in contemplation of the liquidation or dissolution of Parent or Sub, and (xD) as to the incumbency and specimen signature of each officer of Parent and Sub executing this Agreement or any other document delivered in connection herewith; (iii) a letter certificate of transmittal (which shall specify that delivery shall be effected, and risk another officer of loss and title Parent dated the Closing Date as to the Certificates shall pass, only upon delivery incumbency and signature of the Certificates Secretary of Parent and Sub; (iv) a certificate of the Chairman of the Board of Directors, President or a Vice President of Parent stating that the representations and warranties of Parent and Sub in Section 4 hereof are true and correct as of the Closing Date with the same force and effect as if made on and as of the Closing Date and each of Parent and Sub has complied with all the terms and provisions contained in this Agreement or in the other documents delivered in connection herewith on its part to the Exchange Agent and shall be in customary form) observed or performed; and (yv) 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, and such other documents as Company may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificaterequest.

Certificates. Parent shall cause instruct the Exchange Paying Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth third Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.52.05, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in customary formform and have such other provisions as Parent and the Company reasonably agree) and (yii) 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 ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Paying Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash aggregate Merger Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7thereof, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents reasonably required by the Paying Agent) and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such Tax has been paid or is not applicable. Except with respect to Appraisal Shares, until surrendered as contemplated by this Section 2.08(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Stock theretofore represented by such Certificate have been converted pursuant to Section 2.05(b). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause At the Exchange Agent to mailrequest of PICO or UCP, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing DateInc., to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery Membership Units shall be effectedrepresented by a certificate or certificates, and risk of loss and title to setting forth upon the Certificates shall pass, only upon delivery face thereof that the Company is a limited liability company formed under the laws of the Certificates State of Delaware, the name of the Member to which it is issued and the Exchange Agent number of Membership Units which such certificate represents. Such certificates shall be entered in the books of the Company as they are issued, and shall be in customary form) and (y) instructions for use in effecting signed by the surrender Chairman or the Chief Executive Officer of the Certificates in exchange for Company and may be sealed with the Merger ConsiderationCompany’s seal or a facsimile thereof. Upon any Transfer permitted under this Agreement, the transferring Member shall surrender of a Certificate for cancellation to the Exchange Agent or to Company the Certificates representing Membership Units owned by such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed Member and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Company shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal issue to the Cash Consideration multiplied by transferring Member certificates representing the number of shares of Company Stock previously represented remaining Membership Units, if any, held by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (transferring Member after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(iTransfer. All certificates representing Membership Units (unless registered under the Securities Act of 1933, as amended (the “Securities Act”)), shall bear the following legend: THE MEMBERSHIP UNITS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (CTHE “SECURITIES ACT”), OR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE, AND MAY NOT BE SOLD, ASSIGNED, PLEDGED, ENCUMBERED, TRANSFERRED, GRANTED AN OPTION WITH RESPECT TO OR OTHERWISE DISPOSED OF, (I) any dividends or other distributions payable pursuant to Section 2.9(c)(iUNLESS AND UNTIL THEY HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OR SUCH SALE, ASSIGNMENT, PLEDGE, ENCUMBRANCE, TRANSFER, OPTION GRANT OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND (II) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF THE SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF THE COMPANY, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any CertificateA COPY OF WHICH IS AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.

Certificates. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration any dividends or other distributions payable pursuant to Section 2.5, 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) (xi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in customary formform and contain customary provisions) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e). Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Exchange Agent of such Certificate or to such other agent or agents as may be appointed by ParentCertificates, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof therefor as promptly as practicablepracticable (i) the amount of cash to which such holder is entitled pursuant to Section 2.01(c), (Aii) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requestedrequested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b2.01(c) (after taking into account all other Certificates surrendered shares of Company Common Stock then held by such holder pursuant to this Section 2.9(b)(i)holder), (Ciii) any dividends or other distributions payable pursuant to Section 2.9(c)(i2.02(c) and (Div) cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.72.02(e), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that a Certificate which is not registered in the transfer records of the Company, payment of the Merger Consideration, any dividends or distributions payable pursuant to Section 2.02(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.02(e) may be made and shares may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of Parent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e). No interest shall be paid or will accrue on any cash payable upon surrender payment to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Certificates. Parent Purchaser shall cause instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing DateTime, to each holder of record of a Certificate whose shares of Company Stock were converted into Purchaser Share Consideration and the Merger right to receive Cash Consideration pursuant to Section 2.52.01 and any cash in lieu of fractional Purchaser Common Shares pursuant to Section 2.04(h), (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent (or affidavits of loss in lieu thereof as provided in Section 2.04(e)) and shall be in customary formform and have such other provisions as are reasonably satisfactory to both the Company and Purchaser) and (yii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 2.04(e)) in exchange for the Merger Consideration. If any Dissenting Shares cease to be Dissenting Shares pursuant to Section 2.03, Purchaser shall cause the Exchange Agent promptly (and in any event within three (3) Business Days) after the date on which such Dissenting Shares cease to be Dissenting Shares to mail to the holder of record of such Company Common Shares the letter of transmittal and instructions referred to in the immediately preceding sentence, with respect to such Company Common 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 a letter of transmittal, duly completed and validly executed in accordance with the instructions theretoits instructions, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent Purchaser shall cause instruct the Exchange Agent to pay and deliver in exchange thereof therefor, as promptly as practicable, practicable (A) cash the Per Share Cash Amount (less any required withholding taxes as provided in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such CertificateSection 2.04(f)), (B) the number of shares of Parent whole Purchaser Common Stock Shares (which shall be in non-certificated 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 in respect of such Certificate pursuant to Section 2.5(b2.01(c) (after taking into account all other Certificates surrendered Eligible Shares then held by such holder pursuant to this Section 2.9(b)(i)holder), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i2.04(c) and (D) cash in lieu of fractional shares of Parent Purchaser Common Stock Shares payable pursuant to Section 2.72.04(h), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock Common Shares that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if the applicable letter of transmittal is presented to the Exchange Agent, accompanied by all documents reasonably required by Purchaser to evidence and effect such transfer, such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay pays any transfer or other similar Taxes taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent Purchaser that such Tax tax has been paid or is not applicable. Subject to Section 2.03, until surrendered as contemplated by this Section 2.04, each Certificate shall be deemed at any time after the Effective Time to represent only the Purchaser Share Consideration and the right to receive Cash Consideration upon such surrender, in each case, into which the Company Common Shares theretofore represented by such Certificate have been converted pursuant to Section 2.01(c), dividends or other distributions payable pursuant to Section 2.04(c) and cash in lieu of any fractional shares payable pursuant to Section 2.04(h). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Target shall have delivered to Parent shall cause (i) a copy of the Exchange Agent to maillimited liability company charter documents and operating agreement(s), as soon amended, of Target, certified as reasonably practicable after of a recent date by the Effective Time Secretary of Target, and a long-form certificate as to the good standing of Target from such official, in any event not later than each case dated as of a recent date; (ii) a certificate of the fifth Business Day following Secretary of Target dated the Closing DateDate and certifying (A) that attached thereto is a true, correct and complete copy of the by-laws of Target as in effect on the date of such certificate and at all times since a date prior to each holder the date of record the resolutions of FHVHC described in item (B) below, (B) that attached thereto is a Certificate whose shares true, correct and complete copy of Company Stock were converted into the Merger Consideration resolutions adopted by the Board of Directors of Target authorizing the execution, delivery and performance of this Agreement and all other documents delivered by Target in connection herewith and the consummation by Target of the Acquired Assets transactions to which it is a party and such other documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the certificate or articles of incorporation of Target has not been amended since the date of the last amendment thereto shown on the certificate of good standing furnished pursuant to Section 2.5(i) above, and (xD) as to the incumbency and specimen signature of each officer of Target executing this Agreement or any other document delivered in connection herewith; (iv) a letter certificate of transmittal (which shall specify that delivery shall be effected, and risk another officer of loss and title Target dated the Closing Date as to the Certificates shall pass, only upon delivery incumbency and signature of the Certificates Secretary of Target; (v) a certificate of the Chairman of the Board of Directors, President or a Vice President of Target and its chief financial officer or chief accounting officer stating that the representations and warranties of Target in Section 3 hereof are true and correct as of the Closing Date with the same force and effect as if made on and as of the Closing Date and Target has complied with all the terms and provisions contained in this Agreement or in the other documents delivered in connection herewith on its part to the Exchange Agent and shall be in customary form) observed or performed; and (yvi) 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, and such other documents as Parent may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificaterequest.

Certificates. Parent shall cause the Exchange Agent to mailmail (or in the case of The Depository Trust Company on behalf of “street” holders, deliver), as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing DateTime, to each holder of record of a Certificate whose shares of Company Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.52.8(b), (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary formform and have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as are reasonably satisfactory to Parent) and (yii) 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 theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) the cash in an amount equal to the Cash Consideration multiplied by (x) the number of shares of Company Common Stock previously represented by such Certificate, Certificate multiplied by (By) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7Offer Price, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.12, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the cash portion of the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.8(b). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Class A Merger Consideration or the Class B Merger Consideration, as applicable, any dividends or other distributions payable pursuant to Section 2.5, 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e) (xi) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in customary formform and contain customary provisions) and (yii) instructions for use in effecting the surrender of the Certificates in exchange for the Class A Merger Consideration or the Class B Merger Consideration, as applicable, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e). Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Exchange Agent of such Certificate or to such other agent or agents as may be appointed by ParentCertificates, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof therefor as promptly as practicablepracticable (i) the amount of cash to which such holder is entitled pursuant to Section 2.01(d), (Aii) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requestedrequested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b2.01(d) (after taking into account all other Certificates surrendered shares of Company Common Stock then held by such holder), (iii) shares of Parent Convertible Preferred Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to this Section 2.9(b)(i)2.01(d) (after taking into account all shares of Company Common Stock then held by such holder), (Civ) any dividends or other distributions payable pursuant to Section 2.9(c)(i2.02(c) and (Dv) cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.72.02(e), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that a Certificate which is not registered in the transfer records of the Company, payment of the Class A Merger Consideration or the Class B Merger Consideration, as applicable, any dividends or distributions payable pursuant to Section 2.02(c) and any cash in lieu of any fractional shares payable pursuant to Section 2.02(e) may be made and shares may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate transfer or establish to the reasonable satisfaction of Parent that such Tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Class A Merger Consideration or the Class B Merger Consideration, as applicable, any dividends or other distributions payable pursuant to Section 2.02(c) and cash in lieu of any fractional shares payable pursuant to Section 2.02(e). No interest shall be paid or will accrue on any cash payable upon surrender payment to holders of any CertificateCertificates pursuant to the provisions of this Article II.

Certificates. Parent shall cause instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing DateEffective Time, to each holder of record of a Certificate whose shares of Company Stock Ordinary Shares were converted into the Merger Consideration pursuant to Section 2.52.03 (other than Company 102 Shares), (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary formform and be reasonably acceptable to the Company), (ii) a declaration in which the beneficial owner of Company Ordinary Shares 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 provisions of this Section 2.06 and Section 2.10), the Code, or any applicable provision of any Law, and (yiii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper 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 a letter of transmittaltransmittal and the declaration for Tax withholding purposes and/or a Valid Tax Certificate, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by case of the number Stock Consideration, credit in the stock ledger and other appropriate books and records of shares of Company Stock previously represented by such Certificate, (B) Parent the number of shares of Parent Common Stock into which the shares of Company Ordinary Shares represented by such Certificate have been converted pursuant to this Agreement, and (which shall be B) in book-entry form unless the case of the Cash Consideration, pay, by delivery of a certificate is requested) representingcheck or by wire transfer of immediately available funds, the amount, in United States dollars, of the aggregate, the whole number of shares aggregate Cash Consideration that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i))Agreement, (C) together with any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.72.06(b)(i), and the Certificate so surrendered shall forthwith be canceledcancelled; provided, that any number of shares of Parent Common Stock so paid and delivered as part of such Merger Consideration shall be in book-entry form. In the event of a transfer of ownership of a Company Stock Ordinary Share that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each Every holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Units shall be entitled to receive have a certificate evidencing the number of Units owned by such holder signed by or in exchange thereforthe name of the Company by the President; provided, however, that the Units may be certificated or uncertificated as provided in the Act. (a) In case any Person who has signed a certificate shall have ceased to be the President before such certificate is issued, such certificate may be issued by the Company with the same effect as if such Person continued to serve in such capacity at the date of issuance. (b) The Company may issue a new certificate, or deliver other evidence of the issuance of uncertificated Units, in place of any certificate theretofore issued by it which is alleged to have been lost, stolen or destroyed upon the making of an affidavit of that fact by the Person claiming the certificate to be lost, stolen or destroyed. When authorizing the issuance of a new certificate or certificates, the Board may, in its discretion and Parent as a condition precedent to the issuance thereof, require that the owner of such lost, stolen or destroyed certificate or certificates, or its legal representative, give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate. (c) Each certificate evidencing Units shall cause bear a legend to the Exchange Agent to pay and deliver in exchange thereof as promptly as practicablefollowing effect: THESE SECURITIES ARE SUBJECT TO THE TERMS, CONDITIONS AND RESTRICTIONS ON TRANSFER SET FORTH IN (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such CertificateTHE COMPANY’S LIMITED LIABILITY COMPANY AGREEMENT, AS THE SAME MAY BE AMENDED FROM TIME TO TIME, AND (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representingTHE INVESTORS’ RIGHTS AGREEMENT, in the aggregateDATED AUGUST 24, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i))2007, (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledAS THE SAME MAY BE AMENDED FROM TIME TO TIME. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any CertificateA COPY OF EACH SUCH AGREEMENT WILL BE FURNISHED TO THE RECORD HOLDER OF THE UNITS EVIDENCED BY THIS CERTIFICATE WITHOUT CHARGE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL PLACE OF BUSINESS.

Certificates. As soon as practicable after the Company Merger Effective Time (and in no event later than three (3) Business Days after the Company Merger Effective Time), Parent or the Surviving Entity shall cause the Exchange Paying Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, mail to each Person that was, immediately prior to the Company Merger Effective Time, a holder of record of a Certificate whose shares of Company Common Stock represented by certificates (the “Certificates”), which shares of Company Common Stock were converted into the right to receive the Company Merger Consideration at the Company Merger Effective Time pursuant to Section 2.5, 3.1(b)(i) of this Agreement: (xA) a letter of transmittal (transmittal, which shall be in a customary form reasonably acceptable to the Company and Parent prior to the Company Merger Effective Time and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Paying Agent and shall be in customary form(a “Letter of Transmittal”) and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Company Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Company Merger Effective Time. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof) to the Exchange Paying Agent or to such other agent or agents as may be appointed in writing by ParentREIT Merger Sub, together with such letter and upon delivery of transmittala Letter of Transmittal, duly completed executed and validly executed in accordance proper form, with the instructions thereto, and respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Company Merger Consideration multiplied by the number of shares for each share of Company Common Stock previously formerly represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) Certificates (after taking into account all other Certificates surrendered by such holder pursuant giving effect to this any required Tax withholdings as provided in Section 2.9(b)(i)3.4), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Company Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or other similar Transfer Taxes required by reason of the payment of the Company Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Entity that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Company Merger Effective Time to represent only the right to receive the Company Merger Consideration as contemplated by this Agreement, except for shares of Excluded Stock.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation will cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall will otherwise be in customary form) such form as Parent and the Paying Agent will reasonably agree; and (yB) instructions for use in 89887722_19 150326672.16 effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2.5) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2.5) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions thereto, and respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate shall Certificates will be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such Certificate, Certificates (B) the number of shares of Parent Common Stock (which shall be less any required Tax withholdings as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this 2.4.3 or Section 2.9(b)(i)2.6), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith will promptly be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay will have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and will have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate will be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which will be deemed to represent only the right to receive payment of the fair value of such Shares in accordance with and to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause instruct, and cause, the Exchange Paying Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.8(f)) to the Exchange Paying Agent and shall be in customary form) and (y) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.8(f)) in exchange for the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.8(f)) 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, and such other documents as may reasonably be required by the Exchange Paying Agent in accordance with the terms of the materials and instructions provided by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall instruct, and cause the Exchange Paying Agent to pay and deliver in exchange thereof therefor as promptly as practicable, (A) cash in an amount equal to the Cash Upfront Per Share Merger Consideration multiplied by the number of shares of Company Common Stock previously represented by such Certificate, Certificate (B) the number or affidavits of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash loss in lieu of fractional shares of Parent Common Stock payable pursuant to the Certificates, as provided in Section 2.72.8(f)), and the Certificate (or affidavits of loss in lieu of the Certificates, as provided in Section 2.8(f)) so surrendered shall forthwith be canceledcanceled (subject to such holder’s rights in respect to the Contingent Value Rights as provided herein). In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause the Exchange Agent (i) A certificate, dated not earlier than thirty (30) business days prior to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the such Stabilization Closing Date, from the secretary of state of each state in which the BCR Entities transferring BCR Transferred Interests at such Development Property Closing have been organized certifying as to the good standing of each holder such BCR Entity under the laws of record such jurisdiction. (ii) A duly executed certificate of a Certificate whose shares each BCR Entity transferring BCR Transferred Interests at such Development Property Closing, dated as of Company Stock were converted into such Stabilization Closing Date, certifying: (A) that the Merger Consideration pursuant general partner, board of directors or other similar authority of such BCR Entity has adopted resolutions approving the transactions contemplated hereunder and authorizing the BCR Entity to Section 2.5execute and deliver this Agreement, (x) a letter the Interest Contribution Agreement or Interest Transfer Agreement and each other agreement and instrument necessary for the consummation of transmittal the transactions contemplated by this Agreement and the Interest Contribution Agreement or Interest Transfer Agreement (which shall specify resolutions will be attached to or incorporated in such certificate), that such action by such general partner, board of directors or other similar authority constitutes the only authorization required for such execution, delivery shall be effectedand consummation by the BCR Entity, and risk that it has not been revoked or otherwise withdrawn and remains in full force and effect. (B) as to a true and complete copy of loss the partnership agreement and title certificate of limited partnership, or operating agreement and certificate of formation, or other similar organizational documents, as the case may be, of the BCR Entity, that the same have not been amended (except as noted therein) and that they are in full force and effect as of such Stabilization Closing Date, and also certifying as to the Certificates shall passincumbency of the officers of the BCR Entity executing and delivering this Agreement, only upon the Interest Contribution Agreement or Interest Transfer Agreement and the other documents and instruments provided herein to be executed and delivered by the BCR Entity. (iii) A duly executed certificate of the BCR Representative, dated as of the Stabilization Closing Date, certifying that each of the representations and warranties of the BCR Entities contemplated by Section 7.4 of this Agreement is true and correct as of such Stabilization Closing Date. For purposes of the delivery of the Certificates certificate contemplated by this Section 5.5(d)(iii), the references to the Exchange Agent BCR Entities, BCR Transferred Interests, or Development Property Owners or other jointly owned entities in the relevant representations and shall warranties will be in customary form) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation deemed to be references only to the Exchange Agent or to such other agent or agents as may be appointed by ParentBCR Entities, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoBCR Transferred Interests, and such Development Property Owners and other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, jointly owned entities included in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any CertificateDevelopment Property Closing at hand.

Certificates. Parent shall cause Upon the Exchange Agent to mail, as soon as reasonably practicable after later of the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions (the Exchange Agent“Required Documentation”), the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicabletherefor at the later of the Effective Time or by the close of business one Business Day after delivery by the holder of the Required Documentation, (A) cash in an amount equal the Merger Consideration such Certificate is converted into pursuant to the Cash Consideration multiplied by the number provisions of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7Article 3, and the Certificate Certificates so surrendered shall forthwith be canceled. For the avoidance of doubt, if the holder of a Certificate provides the Exchange Agent the Required Documentation no later than the close of business on the date one Business Day prior to the Closing, Parent shall cause the Exchange Agent to pay in exchange for such Certificate the Merger Consideration such Certificate is converted into pursuant to the provisions of this Article 3 at the Effective Time. In the event of a transfer of ownership of Company Capital Stock that is not registered in the transfer records of the Company, payment of the appropriate amount of Merger Consideration may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents reasonably required by the Exchange Agent) and the Person requesting such payment shall pay pay, or cause to be paid, any transfer or other similar Taxes taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax tax has been paid or is not applicable. Except with respect to Dissenting Shares, until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Capital Stock theretofore represented by such Certificate have been converted pursuant to Section 3.1(b). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause Upon commencement of the Exchange Agent to mail, as soon as reasonably practicable after offering of the Effective Time Units under this Agreement (and in any event not later than upon the fifth Business Day recommencement of the offering of the Units under this Agreement following the Closing Date, to each holder of record termination of a Certificate whose shares suspension of Company Stock were converted into sales hereunder), and each time that (i) the Merger Consideration Registration Statement or the Prospectus shall be amended or supplemented (other than an amendment or supplement effected by the filing with the Commission of any document incorporated by reference therein, any prospectus supplement filed pursuant to Rule 424(b) pursuant to Section 2.54(a) hereof or a prospectus supplement relating solely to the offering of securities other than the Units), (xii) the Partnership shall file an Annual Report on Form 10-K or a letter of transmittal Quarterly Report on Form 10-Q, (which shall specify that delivery shall be effected, and risk of loss and title iii) the Units are delivered to the Certificates shall passManager as principal at the Time of Delivery pursuant to a Terms Agreement, only upon delivery of or (iv) otherwise as the Certificates Manager may reasonably request (such commencement or recommencement date and each such date referred to the Exchange Agent and shall be in customary formsubsection (i), (ii), (iii) and (yiv) instructions for use in effecting herein, each a “Representation Date”), the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation Partnership shall furnish or cause to be furnished to the Exchange Agent or Manager forthwith a certificate dated and delivered on the Representation Date, in form satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6(d) hereof which were last furnished to the Manager are true and correct as of such other agent or agents Representation Date, as may though made at and as of such time (except that such certificate shall state that such statements (including with respect to the representations and warranties contained herein) shall be appointed by Parent, together with such letter of transmittal, duly completed and validly executed deemed modified to incorporate the disclosures contained in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange AgentRegistration Statement, the holder Prospectus and the documents incorporated by reference therein, in each case as amended or supplemented as of such Certificate shall be entitled to receive in exchange therefordate) or, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7such certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records certificate of the Companysame tenor as the certificate referred to in said Section 6(d), payment may be made and shares may be issued modified as described immediately above to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason time of the payment to a Person other than the registered holder delivery of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificatecertificate.

Certificates. Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth third (3rd) Business Day following the Closing Date, to each former holder of record of a Class A Unit or SellerCo Unit represented by a Certificate whose shares of Company Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.52.02, (xA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (yB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration; provided, however, that, notwithstanding the foregoing, Parent shall use commercially reasonable efforts to cause the Exchange Agent to provide such materials to the limited partners of Oaktree Partnership participating in the OCGH Exchange at least five (5) Business Days prior to the expected Closing Date. 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 customary instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the former holder of such Class A Units or SellerCo Units represented by such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicablethereof, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock Class A Units or SellerCo Units previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock Class A Units or SellerCo Units that is not registered in the transfer records of the CompanyCompany or SellerCo, respectively, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. Upon the surrender of any such Certificates in accordance with this Section 2.06(b)(i), Parent shall deposit with the Exchange Agent the cash, securities or other property to be paid in respect of such Certificates in connection with any dividends or distributions with a record date after the Effective Time on the Parent Class A Shares and shall cause the Exchange Agent to pay and deliver to the former holder of the Class A Units represented by such Certificate the amounts and other property deposited with the Exchange Agent in respect of the Parent Class A Shares to be issued to such Person.

Certificates. Parent As soon as practicable after the Effective Time (and in no event later than ten (10) days after the Effective Time), the Surviving Corporation shall cause the Exchange Agent to mailmail to each Person that was, as soon as reasonably practicable after immediately prior to the Effective Time and in any event not later than the fifth Business Day following the Closing DateTime, to each a holder of record of a Certificate whose shares No Election Shares (other than holders of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, Excluded Shares) represented by Certificates: (xi) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.3(g)) to the Exchange Agent and shall Agent, such letter of transmittal to be in customary form) such form and have such other provisions as Parent and the Company may reasonably agree; and (yii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.3(g)) in exchange for the Per Share Merger Consideration. Upon After completion of the allocation procedure set forth in Section 4.2 and upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 4.3(g)) to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoterms of such letter of transmittal or Election Form, and such other documents as the case may reasonably be required by the Exchange Agentbe, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, therefor (A) cash in an amount equal to the Cash Consideration multiplied by the that number of shares of Company Stock previously represented by such Certificate, (B) the number of whole shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requestedrequested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right is entitled to receive in respect of such Certificate holder’s properly surrendered Certificates pursuant to Section 2.5(b4.2(f), if any, and (B) a cash amount in immediately available funds (after taking into account all other Certificates surrendered by such holder pursuant giving effect to this any required Tax withholdings as provided in Section 2.9(b)(i)), 4.4) equal to (Cx) any dividends or other distributions payable pursuant to Section 2.9(c)(i) the amount of cash (consisting of the Per Share Cash Consideration and (D) cash in lieu of fractional shares of Parent Common Stock payable to be paid pursuant to Section 2.74.3(e)), if any, that such holder is entitled to receive in respect of such holder’s properly surrendered Certificates pursuant to this Article IV, plus (y) any cash dividends and other distributions that such holder has the right to receive pursuant to Section 4.3(c), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Stock Shares that is not registered in the transfer records of the Company, payment may a check for any cash to be made and shares exchanged upon due surrender of the Certificate may be issued to a Person other than the Person in whose name such transferee if the Certificate so surrendered formerly representing such Shares is registeredpresented to the Exchange Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has have been paid or is are not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause The certificates evidencing the Exchange Agent to mailRestricted Stock, and a stock power executed by the Participant in blank with respect hereto in the form annexed hereto as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing DateExhibit A, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effecteddeposited with an escrow agent designated by the Committee, which may be the Company (the “Escrow Agent”) until such time as either (i) any such shares are forfeited in accordance with Section 2 hereof, or (ii) the restrictions on any such shares lapse in accordance with Section 2 hereof, in which case any such shares shall be delivered to the Participant in accordance with, and risk of loss and title subject to the Certificates shall passlimitations of, only upon delivery Section 4 hereof. The period during which any share of Restricted Stock is held by the Certificates to the Exchange Escrow Agent and shall be in customary form) and (y) 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, and preceding sentence is referred to herein as the “Restricted Period” with respect to such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent share. The Committee shall cause the Exchange Escrow Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal issue to the Cash Consideration multiplied Participant a receipt evidencing the stock certificates held by the number Escrow Agent registered in the name of the Participant. Each such certificate shall bear the following legend until the lapse of the Restricted Period with respect to the shares of Company Stock previously represented by such Certificatecertificate: Transfer of this certificate and the shares represented hereby is restricted pursuant to the terms of the Interline Brands, (Inc. 2004 Equity Incentive Plan and the Restricted Stock Award Agreement, effective _____, 2004 between Interline Brands, Inc. and the Participant. Copies of the Agreement and Plan are on file at the offices of Interline Brands, Inc. In the case of the Participant’s death, such certificates will be delivered to the beneficiary designated in writing by the Participant in the form annexed hereto as Exhibit B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, or, in the aggregate, event no beneficiary has been chosen or such beneficiary has predeceased the whole number Participant or cannot be located within a reasonable amount of shares that such holder has time (as determined by the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)Committee), (C) to the Participant ‘s legatee or legatees, or to his personal representatives or distributees, as the case may be. To the extent that any dividends or other distributions payable pursuant determination must be made to Section 2.9(c)(i) and (D) cash properly effect the delivery of stock certificates in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the CompanyParticipant ‘s death, payment may such determination shall be made by the Committee and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer final and binding and shall completely discharge the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment Company from its obligation to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificatedeliver stock certificates hereunder.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three (3) Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by ParentP▇▇▇▇▇, together with such delivery of a letter of transmittal, duly completed executed and validly executed in proper form, with respect to such Certificates, the Paying Agent or such other agent, in accordance with the instructions theretoletter of transmittal and instructions, and such other documents as may reasonably be required by the Exchange Agent, shall transmit to the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause Certificates the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such Certificate, Certificates (B) the number subject to any withholding of shares of Parent Common Stock (which shall be Taxes required by applicable Law as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)2.4), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent or the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, which shall be deemed to represent only the right to receive payment of the fair value of such Shares in accordance with and solely to the extent provided by Section 607.1302 of the FBCA.

Certificates. Parent shall cause Upon the Exchange Agent issuance of Units in the Company to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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 Person in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentprovisions of this Agreement, the holder Company shall issue one or more certificates in the name of such Person substantially in the form of Exhibit A hereto (a “Unit Certificate”), which evidences the ownership of the Units in the Company of such Person. Each such Unit Certificate shall be entitled to receive denominated in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by terms of the number of shares of Units in the Company Stock previously represented evidenced by such Certificate, (B) the number of shares of Parent Common Stock (which Unit Certificate and shall be signed by an officer of the Company. (a) The Company shall maintain books for the purpose of registering the transfer of Units. In connection with a transfer in book-entry form unless a certificate is requested) representing, accordance with this Agreement of any Units in the aggregateCompany, the whole number Unit Certificate(s) shall be delivered to the Company for cancellation, and the Company shall thereupon issue a new Unit Certificate to the transferee evidencing the Units that were transferred and, if applicable, the Company shall issue a new Unit Certificate to the transferor evidencing any Units registered in the name of shares the transferor that such holder has were not transferred. (b) Each Unit Certificate evidencing Units in the right to receive in respect of such Certificate pursuant to Company shall bear the following legend: “THIS CERTIFICATE EVIDENCES AN INTEREST IN SABINE PASS TUG SERVICES, LLC (THE “COMPANY”) AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF ITS FORMATION AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF EACH OTHER APPLICABLE JURISDICTION. THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AMONG THE MEMBER(S). COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.” (c) This Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant 4.5 shall not be amended, and any purported amendment to this Section 2.9(b)(i))4.5 shall be null and void, unless the Controlling Agent (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered as defined in the transfer records Intercreditor Agreement) under the Intercreditor Agreement has consented to such amendment or the Discharge of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered First Lien Obligations has occurred. c. Exhibit A is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish hereby added to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.Original Agreement in its entirety in the form attached hereto as Exhibit A.

Certificates. As soon as practicable after the OpCo Merger Effective Time, Parent shall cause the Exchange Agent to maildeliver to each record holder, as soon as reasonably practicable after of immediately prior to the OpCo Merger Effective Time or Initial Company Merger Effective Time, as applicable, of an outstanding certificate or certificates that immediately prior to the OpCo Effective Time or Initial Company Merger Effective Time, as applicable, represented Eligible Shares or Eligible Heat OpCo Units, as applicable (“Certificates”), a notice advising such holders of the effectiveness of the Initial Company Merger and in any event not later than the fifth Business Day following the Closing DateOpCo Merger, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5as applicable, (x) and a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Agent Agent, and which shall be in a customary formform and agreed to by Parent and the Company prior to the Closing) and (y) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration set forth in Section 3.3 and Section 3.1. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, therefor (A) cash in an amount equal with respect to the Cash Consideration multiplied by the number Certificates of shares of Company Stock previously represented by such CertificateEligible Shares, (B) the number of one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a certificate is requestedform) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) 3.1 (after taking into account all other Certificates surrendered Eligible Shares then held by such holder pursuant to this Section 2.9(b)(i)holder), (CB) any dividends with respect to Certificates of Eligible Heat OpCo Units, one or other distributions payable more Pacers OpCo Units (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Pacers OpCo Units, if any, that such holder has the right to receive pursuant to Section 2.9(c)(i3.3 (after taking into account all Eligible Heat OpCo Units then held by such holder) and (DC) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Class A Common Stock payable or Heat OpCo Units pursuant to Section 2.7, 3.5(h) and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any CertificatePost-Effective Time Distributions.

Certificates. As promptly as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, mail or otherwise deliver to each holder of record of a Certificate whose shares of Company Stock representing Shares which were converted into the Merger Consideration pursuant to Section 2.53.1(c), (xA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the such Certificate (or affidavits of loss in lieu of such Certificates as provided in Section 3.2(f)) to the Exchange Agent and Agent, which letter shall be in customary formform and have such provisions as are reasonably satisfactory to Parent and the Company) and (yB) instructions for use in effecting the surrender of the each such Certificate (or affidavits of loss in lieu of such Certificates as provided in Section 3.2(f)) in exchange for payment of the Per Share Merger ConsiderationConsideration that such holder is entitled to receive pursuant to this Agreement. If any Dissenting Shares cease to be Dissenting Shares pursuant to Section 3.3, Parent shall instruct the Exchange Agent promptly after the date on which Parent becomes aware that such Dissenting Shares have ceased to be Dissenting Shares to mail to the holder of record of such Shares the letter of transmittal and instructions referred to in the preceding sentence, with respect to such Shares. Upon surrender of a Certificate for cancellation (or affidavits of loss in lieu of such Certificates as provided in Section 3.2(f)) to the Exchange Agent or to such other agent or agents as may be appointed by Parent, in accordance with the terms of such letter of transmittal, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may be reasonably be required requested by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (Aw) cash in an amount equal to the Per Share Cash Consideration multiplied by the number of shares of Company Stock previously represented by such CertificateAmount, (Bx) the number of shares of whole Parent Common Stock Shares (which shall be in booknon-certificated book entry form form, unless a certificate is certificated Parent Shares are requested) representing, in the aggregate, the whole number of shares Parent Shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b3.1(c)(i) (after taking into account all other Certificates surrendered Shares then held by such holder pursuant to this Section 2.9(b)(i)holder), (Cy) any dividends or other distributions payable pursuant to Section 2.9(c)(i3.2(b)(i) and (Dz) cash in lieu of fractional shares of Parent Common Stock Shares payable pursuant to Section 2.73.1(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event If payment of a transfer of ownership of Company Stock that is not registered in the transfer records any portion of the Company, payment may Per Share Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment of such Per Share Merger Consideration that (1) the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, as determined by the Exchange Agent and as set forth in the letter of transmittal and related instructions and (2) the Person requesting such payment shall pay have paid to the Exchange Agent in advance any transfer or other similar Taxes Tax required by reason of the payment of such Per Share Merger Consideration to a Person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent or the Surviving Corporation that such Tax either has been paid or is not applicable. Subject to Section 3.3, until surrendered as contemplated by this Section 3.2(a)(i), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Per Share Merger Consideration for each Share formerly represented by such Certificate as contemplated by Section 3.1(c)(i), dividends or other distributions payable pursuant to Section 3.2(b)(i) and cash in lieu of any fractional shares payable pursuant to Section 3.1(e). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause have delivered to Target (i) a copy of the Exchange Agent to mailarticles of incorporation, as soon amended, of each of Parent and Sub, certified as reasonably practicable after of a recent date by the Effective Time and in any event not later than Secretary of State of the fifth Business Day following jurisdiction of its incorporation; (ii) a certificate of the Secretary of Parent dated the Closing DateDate and certifying (A) that attached thereto is a true, correct and complete copy of the by-laws of each of Parent and Sub as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of Parent and Sub described in item (B) below, (B) that attached thereto is a true, correct and complete copy of the resolutions adopted by the Board of Directors of each holder of record Parent and Sub authorizing the execution, delivery and performance of this Agreement and all other documents delivered by Parent and Sub in connection herewith and the consummation by Parent and Sub of the Transactions to which it is a Certificate whose shares party and such other documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of Company Stock were converted into incorporation of Parent and Sub have not been amended since the Merger Consideration date of the last amendment thereto furnished pursuant to Section 2.5(i) above and no action has been taken by Parent or Sub or its respective shareholders, directors or officers in contemplation of the filing of any such amendment or in contemplation of the liquidation or dissolution of Parent or Sub, and (xD) as to the incumbency and specimen signature of each officer of Parent and Sub executing this Agreement or any other document delivered in connection herewith; (iii) a letter certificate of transmittal (which shall specify that delivery shall be effected, and risk another officer of loss and title Parent dated the Closing Date as to the Certificates shall pass, only upon delivery incumbency and signature of the Certificates Secretary of Parent and Sub; (iv) a certificate of the Chairman of the Board of Directors, President or a Vice President of Parent stating that the representations and warranties of Parent and Sub in Section 4 hereof are true and correct as of the Closing Date with the same force and effect as if made on and as of the Closing Date and each of Parent and Sub has complied with all the terms and provisions contained in this Agreement or in the other documents delivered in connection herewith on its part to the Exchange Agent and shall be in customary form) observed or performed; and (yv) 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, and such other documents as FHVHC may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificaterequest.

Certificates. Parent shall cause have delivered to Company (i) a copy of the Exchange Agent to mailarticles of incorporation, as soon amended, of each of Parent and Sub, certified as reasonably practicable after of a recent date by the Effective Time and in any event not later than Secretary of State of the fifth Business Day following jurisdiction of its incorporation; (ii) a certificate of the Secretary of Parent dated the Closing DateDate and certifying (A) that attached thereto is a true, correct and complete copy of the by-laws of each of Parent and Sub as in effect on the date of such certificate and at all times since a date prior to the date of the resolutions of Parent and Sub described in item (B) below, (B) that attached thereto is a true, correct and complete copy of the resolutions adopted by the Board of Directors of each holder of record Parent and Sub authorizing the execution, delivery and performance of a Certificate whose shares this Agreement and all other documents delivered by Parent and Sub in connection herewith and the consummation by Parent and Sub of Company Stock were converted into the Merger Consideration Transactions to which it is a party and such other documents, and that such resolutions have not been modified, rescinded or amended and are in full force and effect, (C) that the articles of incorporation of Parent and Sub have not been amended since the date of the last amendment thereto furnished pursuant to Section 2.5(i) above and no action has been taken by Parent or Sub or its respective shareholders, directors or officers in contemplation of the filing of any such amendment or in contemplation of the liquidation or dissolution of Parent or Sub, and (xD) as to the incumbency and specimen signature of each officer of Parent and Sub executing this Agreement or any other document delivered in connection herewith; (iii) a letter certificate of transmittal (which shall specify that delivery shall be effected, and risk another officer of loss and title Parent dated the Closing Date as to the Certificates shall pass, only upon delivery incumbency and signature of the Certificates Secretary of Parent and Sub; (iv) a certificate of the Chairman of the Board of Directors, President or a Vice President of Parent stating that the representations and warranties of Parent and Sub in Section 4 hereof are true and correct as of the Closing Date with the same force and effect as if made on and as of the Closing Date and each of Parent and Sub has complied with all the terms and provisions contained in this Agreement or in the other documents delivered in connection herewith on its part to the Exchange Agent and shall be in customary form) observed or performed; and (yv) 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, and such other documents as Company may reasonably be required by the Exchange Agentrequest. NuGene, the holder Inc. /Bling Markering, Inc. Agreement and Plan of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.Merger

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three (3) Business Days after the fifth Business Day following Effective Time), the Closing Date, Paying Agent shall mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Company Shares were converted into the right to receive the Per Share Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and which shall include any certifications Parent may reasonably request relating to any withholding obligations of Parent under the Code or other applicable Tax Law, and shall otherwise be in customary form) such form as Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Per Share Merger ConsiderationConsideration for each Company Share. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such delivery of a letter of transmittal, duly executed and completed and validly executed in accordance proper form, with the instructions theretorespect to such Certificates, and such other documents as may be reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Per Share Merger Consideration multiplied by the number of shares of for each Company Stock previously Share formerly represented by such Certificate, Certificates (B) the number of shares of Parent Common Stock (which shall be without interest and after giving effect to any required Tax withholdings as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)2.4), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Per Share Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent and the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Per Share Merger Consideration as contemplated by this Agreement, except for Certificates representing Company Shares that are Dissenting Shares, which shall be deemed to represent the right to receive the Dissenting Stockholder Consideration.

Certificates. Parent shall cause instruct the Exchange Agent to mail, as soon as reasonably practicable (and in no event more than five (5) Business Days) after the Effective Time and in any event not later than the fifth Business Day following the Closing DateTime, to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to under Section 2.53.1, (xA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or, if applicable, affidavits of loss in lieu thereof under Section 3.5(h)) to the Exchange Agent Agent, and shall be in customary formform as prepared by Parent and reasonably acceptable to the Company) and (yB) 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 Parentaffidavits of loss in lieu thereof under Section 3.5(h)), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may shall be required by such letter of transmittal or otherwise as reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause instruct the Exchange Agent to pay and deliver in exchange thereof as promptly as reasonably practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (Bx) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect exchange for the shares of Company Common Stock represented by such Certificate pursuant to Section 2.5(b3.1(a)(i) (after taking into account all other Certificates surrendered by such holder pursuant to under this Section 2.9(b)(i3.5(c)(i)), (Cy) any dividends or other distributions payable pursuant to Section 2.9(c)(i) 3.5(d)(i), and (Dz) cash in lieu of fractional shares of Parent Common Stock payable pursuant to under Section 2.73.3, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is has not been registered in the transfer records of the Company, payment delivery of the Merger Consideration may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, registered only if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment delivery of the Merger Consideration to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been was paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any CertificateCertificate hereunder.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than two Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by ParentP▇▇▇▇▇, together with such delivery of a letter of transmittal, duly completed executed and validly executed in proper form, with respect to such Certificates, the Paying Agent or such other agent, in accordance with the instructions theretoletter of transmittal and instructions, and such other documents as may reasonably be required by the Exchange Agent, shall transmit to the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause Certificates the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such Certificate, Certificates (B) the number without interest and subject to any withholding of shares of Parent Common Stock (which shall be Taxes required by applicable Law as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall be deemed to represent only the right to receive payment of the fair value of such Shares in accordance with and solely to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to by the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as the Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e) and, if required an indemnity bond) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e) and, if required, an indemnity bond) to the Exchange Paying Agent or to such other agent or agents as may be appointed by ParentMerger Sub, together with such and upon delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions thereto, and respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) Certificates (after taking into account all other Certificates surrendered by such holder pursuant giving effect to this any required Tax withholdings as provided in Section 2.9(b)(i)2.5), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Certificates representing Shares held by Dissenting Stockholders, which shall be deemed to represent the right to receive payment of the fair value of such Shares in accordance with and to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the First Effective Time and (but in any no event not later more than the fifth four Business Day following the Closing DateDays thereafter), to each holder of record of a Certificate whose shares of Company Stock Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.52.05, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary formform and have such other provisions as Parent and the Company may reasonably agree) and (yii) 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 theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof therefor as promptly as practicable, (A) cash in an amount equal to the Per Share Cash Consideration Amount multiplied by the number of shares of Company Stock Shares previously represented by such Certificate, (B) the number of shares of Parent Common Stock Shares (which shall be in book-entry form unless a certificate is requestedform) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b2.05(a)(ii) (after taking into account all other Certificates surrendered Company Shares held by such holder pursuant to this Section 2.9(b)(i)that are converted into the Merger Consideration), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i2.10(c)(i) and (D) cash in lieu respect of fractional shares of Parent Common Stock Shares payable pursuant to Section 2.72.07, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock Shares that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Company that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause instruct the Exchange Paying Agent to mailmail (or in the case of The Depository Trust Company on behalf of “street” holders, deliver), as soon as reasonably practicable after (but no later than three Business Days) following the Effective Time and in any event not later than the fifth Business Day following the Closing DateTime, to each holder of record of a Certificate whose shares of Company Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.52.1(b), (xi) a letter of transmittal (which shall be in such form and have such other provisions as the Company and Parent shall mutually agree and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary formPaying Agent) and (yii) 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 ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by Parent or the Exchange Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent and the Surviving Corporation shall cause the Exchange Paying Agent to pay and deliver in exchange thereof as promptly as practicable, (A) the cash in an amount equal to the Cash Consideration multiplied by (x) the number of shares of Company Common Stock previously represented by such Certificate, Certificate multiplied by (By) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax tax has been paid or is not applicable. Subject to Section 2.3, until surrendered as contemplated by this Section 2.4, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted into pursuant to Section 2.1(b). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause (i) A letter, dated not earlier than thirty (30) business days prior to the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the relevant Closing Date, from CT Corporation confirming that (A) CT Corporation has completed a search of publicly available sources from the secretary of state of each state in which the BCR Entities transferring BCR Transferred Interests at such Closing have been organized and (B) the result of such search indicated that each such BCR Entity is in good standing under the laws of such jurisdiction. (ii) A duly executed certificate of each of the BCR Entities transferring BCR Transferred Interests at such Closing, dated as of such Closing Date, certifying: (A) that the general partner, board of directors or other similar authority of such BCR Entity has adopted resolutions approving the transactions contemplated hereunder and authorizing such BCR Entity to execute and deliver this Agreement, the Interest Contribution Agreement or Interest Transfer Agreement and each holder other agreement and instrument necessary for the consummation of record the transactions contemplated by this Agreement and the Interest Contribution Agreement or Interest Transfer Agreement (which resolutions will be attached to or incorporated in such certificate), that such action by such general partner, board of directors or other similar authority constitutes the only authorization required for such execution, delivery and consummation by the BCR Entity, and that it has not been revoked or otherwise withdrawn and remains in full force and effect. (B) as to a true and complete copy of the partnership agreement and certificate of limited partnership, or operating agreement and certificate of formation, or other similar organizational documents, as the case may be, of the BCR Entity, that the same have not been amended (except as noted therein) and that they are in full force and effect as of such Closing Date, and also certifying as to the incumbency of the officers of the BCR Entity executing and delivering this Agreement, the Interest Contribution Agreement or Interest Transfer Agreement and the other documents and instruments provided herein to be executed and delivered by the BCR Entity. (iii) In the case of the Principal Closing, a duly executed certificate signed by or on behalf of the BCR Entities transferring BCR Transferred Interests at the Principal Closing, dated as of the Principal Closing Date, certifying that the representations and warranties made by the BCR Entities (other than those relating solely to the BCR Entities, BCR Individuals and BCR Transferred Interest and the Properties, Development Property Owners and other jointly owned entities that are not part of the Principal Closing) are true and correct as if remade on and as of the Principal Closing Date, or, if made as of a Certificate whose shares specified date, as of Company Stock were converted into that date (with all qualifications in the Merger Consideration pursuant specific representations and warranties as to Section 2.5materiality disregarded), except where the failure of any such representation or warranty to be true and correct on the Principal Closing Date would not reasonably be expected to result in a BCR Material Adverse Effect (x) a letter with appropriate modifications of transmittal (which shall specify that delivery shall be effected, those representations and risk of loss and title warranties to the Certificates shall pass, only upon delivery reflect actions taken by or on behalf of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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 BCR Entities in accordance with the instructions theretoprovisions of this Agreement or identifying any representation or warranty that was not or no longer is true and correct and explaining the state of facts giving rise to the change). (iv) In the case of the Deferred Closing, a duly executed certificate signed by or on behalf of the BCR Entities transferring BCR Transferred Interests at such Deferred Closing, dated as of the Deferred Closing Date, certifying that the representations and warranties made by the BCR Entities with respect to such BCR Entities and BCR Transferred Interests, the Nets and any other documents jointly owned entities that are part of the Deferred Closing are true and correct as may if remade on and as of the Deferred Closing Date, or, if made as of a specified date, as of that date (with all qualifications in the specific representations and warranties as to materiality disregarded), except where the failure of any such representation or warranty to be true and correct on the Deferred Closing Date would not reasonably be required expected to result in a BCR Material Adverse Effect (with appropriate modifications of those representations and warranties to reflect actions taken by or on behalf of the Exchange Agent, BCR Entities in accordance with the holder provisions of such Certificate shall be entitled to receive in exchange therefor, this Agreement or identifying any representation or warranty that was not or no longer is true and Parent shall cause correct and explaining the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal state of facts giving rise to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(ichange)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three (3) Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent▇▇▇▇▇▇, together with such delivery of a letter of transmittal, duly completed executed and validly executed in proper form, with respect to such Certificates, the Paying Agent or such other agent, in accordance with the instructions theretoletter of transmittal and instructions, and such other documents as may reasonably be required by the Exchange Agent, shall transmit to the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause Certificates the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such Certificate, Certificates (B) the number subject to any withholding of shares of Parent Common Stock (which shall be Taxes required by applicable Law as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement.

Certificates. Promptly after the Effective Time (and in any event within five (5) business days thereafter), Parent shall cause the Exchange Agent to mailmail to each Person that was, as soon as reasonably practicable after immediately prior to the Effective Time and in any event not later than the fifth Business Day following the Closing DateTime, to each a holder of record of a Certificate whose shares Shares (other than holders of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, Excluded Shares) represented by Certificates: (xi) a letter of transmittal (which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(g)) to the Exchange Agent and shall be in customary form) Agent; and (yii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 4.2(g)) in exchange for the Merger Per Share Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 4.2(g)) to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentexecuted, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, therefor (A) cash in an amount equal to the Cash Consideration multiplied by the that number of shares of Company Stock previously represented by such Certificate, (B) the number of whole shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requestedrequested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right is entitled to receive as Per Share Stock Consideration in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other holder’s properly surrendered Certificates surrendered by such holder pursuant to this Section 2.9(b)(i))Article IV, if any, (CB) a cash amount in immediately available funds (after giving effect to any dividends or other distributions payable pursuant required Tax withholdings as provided in Section 4.3) equal to Section 2.9(c)(i) the amount of cash (consisting of the Per Share Cash Consideration and (D) cash in lieu of fractional shares of Parent Common Stock payable to be paid pursuant to Section 2.74.2(e)), if any, that such holder is entitled to receive in respect of such holder’s properly surrendered Certificates pursuant to this Article IV, and (C) any dividends and other distributions that such holder has the right to receive pursuant to Section 4.2(c), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Stock Shares that is not registered in the transfer records of the Company, payment the Per Share Consideration may be made and shares may be issued delivered to a Person other than the Person such transferee in whose name accordance with this Section 4.2(b)(i) if the Certificate so surrendered formerly representing such Shares is registeredpresented to the Exchange Agent, if accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has have been paid or is are not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, mail to each holder of record of a Certificate whose shares of Company Stock Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.5, (xA) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which shall be in customary formform and contain customary provisions) and (yB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon Each holder of record of one or more Certificates shall, upon surrender of a Certificate for cancellation to the Exchange Agent of such Certificate or to such other agent or agents as may be appointed by ParentCertificates, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof therefor as promptly as practicablepracticable (1) the amount of cash to which such holder is entitled pursuant to Section 2.9(a), (A2) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requestedrequested by such holder of record) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b2.9(a) (after taking into account all other Certificates surrendered Shares then held by such holder pursuant to this Section 2.9(b)(i)holder), (C3) any dividends or other distributions payable pursuant to Section 2.9(c)(i2.10(c) and (D4) cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 2.72.10(d), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. As soon as practicable after the OpCo Merger Effective Time, Parent shall cause the Exchange Agent to maildeliver to each record holder, as soon as reasonably practicable after of immediately prior to the OpCo Merger Effective Time or Initial Company Merger Effective Time, as applicable, of an outstanding certificate or certificates that immediately prior to the OpCo Merger Effective Time or Initial Company Merger Effective Time, as applicable, represented Eligible Shares or Eligible Heat OpCo Units, as applicable (“Certificates”), a notice advising such holders of the effectiveness of the Initial Company Merger and in any event not later than the fifth Business Day following the Closing DateOpCo Merger, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5as applicable, (x) and a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the such Certificates to the Exchange Agent Agent, and which shall be in a customary formform and agreed to by Parent and the Company prior to the Closing) and (y) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration set forth in Section 3.3 and Section 3.1. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Certificate, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, therefor (A) cash in an amount equal with respect to the Cash Consideration multiplied by the number Certificates of shares of Company Stock previously represented by such CertificateEligible Shares, (B) the number of one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a certificate is requestedform) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) 3.1 (after taking into account all other Certificates surrendered Eligible Shares then held by such holder pursuant to this Section 2.9(b)(i)holder), (CB) any dividends with respect to Certificates of Eligible Heat OpCo Units, one or other distributions payable more Pacers OpCo Units (which shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Pacers OpCo Units, if any, that such holder has the right to receive pursuant to Section 2.9(c)(i3.3 (after taking into account all Eligible Heat OpCo Units then held by such holder) and (DC) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Class A Common Stock payable or Heat OpCo Units pursuant to Section 2.7, 3.5(h) and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any CertificatePost-Effective Time Distributions.

Certificates. Parent shall cause instruct the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and (but in any event not later than the fifth within five (5) Business Day following Days) after the Closing Date, to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.52.1, (xi) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in a form and have such customary formprovisions as Parent and the Company may reasonably agree prior to the Effective Time) and (yii) 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 theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof therefor as promptly as practicable, (A) cash in an amount equal to the Per Share Cash Consideration Amount multiplied by the number of shares of Company Common Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b2.1(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i2.5(b)(i)), (C) any dividends or other distributions payable in respect of such whole number of shares of Parent Common Stock pursuant to Section 2.9(c)(i2.5(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.72.3, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as the Parent and the Paying Agent shall reasonably agree; and (yB) customary instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such and upon delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions thereto, and respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) Certificates (after taking into account all other Certificates surrendered by such holder pursuant giving effect to this any required Tax withholdings as provided in Section 2.9(b)(i)2.6), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall be deemed to represent the right to receive payment of the fair value of such Shares in accordance with and to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause instruct the Exchange Agent to mailmail or deliver, as soon as reasonably practicable after the Effective Time (and in any event not later than the fifth within two (2) Business Day following the Closing DateDays thereafter), to each holder of record of a Certificate Company Capital Stock whose shares of Company Stock (subject to any appraisal rights under the Appraisal Rights Statute) were converted into the right to receive the Merger Consideration pursuant to Section 2.5, (xA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Certificates Company Certificates, to the Exchange Agent and shall be in customary formform and have such other provisions as are reasonably satisfactory to the Company (the “Letter of Transmittal”) and (yB) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon surrender of a Company Certificate for Company Preferred Stock, In-the-Money Preferred Warrants or In-the-Money Common Warrants for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Company Certificate, In-the-Money Preferred Warrant or In-the-Money Common Warrants, as applicable, shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof therefor as promptly as practicable, practicable (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B1) the number of whole shares of Parent Common Stock (which shall be in booknon-certificated book entry form unless a certificate is requesteddetermined otherwise by Parent) representing, in the aggregate, the sum of (x) ninety percent (90%) of the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b2.1(b) and (y) one hundred percent (100%) of the whole number of shares that such holder has the right to receive pursuant to Section 2.1(h) (after taking into account all other Certificates surrendered shares then held by such holder pursuant and rounding such amount of shares down to this Section 2.9(b)(i)the nearest whole share), (C2) subject to Section 2.4(c) and Article VII, the number of whole shares of Parent Common Stock (which shall be in non-certificated book entry form unless determined otherwise by Parent) representing, in the aggregate, ten percent (10%) of the whole number of shares that such holder has the right to receive pursuant to Section 2.1(b) (after taking into account all shares then held by such holder and rounding such amount of shares down to the nearest whole share) (the “Escrow Shares”), which shall not be distributed to such holder but instead shall be deposited in the Escrow Account pursuant to Section 2.4(c), (3) any dividends or other distributions payable pursuant to Section 2.9(c)(i2.4(d) and (D4) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.72.3, and the Company Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Capital Stock that is not registered in the transfer records of the Company, Company payment may be made and shares may be issued to a Person other than the Person in whose name the Company Certificate so surrendered is registered, if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Company Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.4, each Company Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the shares of Company Capital Stock theretofore represented by such Company Certificate have been converted pursuant to Section 2.1(b) and Section 2.1(h) (subject to this Section 2.4(b)(i), Section 2.4(c) and Article VII with respect to the Escrow Shares constituting a portion of such Merger Consideration), dividends or other distributions payable pursuant to Section 2.4(d) and cash in lieu of any fractional shares payable pursuant to Section 2.3. No interest shall be paid or accrue on any cash payable upon surrender of any Company Certificate.

Certificates. Parent shall cause Other Information. Deliver to the Exchange Administrative Agent for prompt further distribution to mail, as soon as reasonably practicable each Lender: (a) no later than five (5) days after the Effective Time delivery of the fmancial statements referred to in Sections 6.0 1(a) and (b), a duly completed Compliance Certificate signed by a Responsible Of- fleer of Holdings; (b) promptly after the same are publicly available, copies of all annual, regular, peri odic and special reports and registration statements which Holdings, the Borrower or any Re stricted Subsidiary files with the SEC or with any Governmental Authority that may be substitut ed therefor (other than amendments to any registration statement (to the extent such registration statement, in the fonn it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any event case not later otherwise required to be delivered to the Administrative Agent pursuant to any other clause of this Section 6.02; (c) promptly after the furnishing thereof, copies of any material notices received by any Loan Party (other than in the fifth Business Day following ordinary course of business) or material statements or material reports furnished to any holder of debt securities (other than in connection with any board ob server rights) of any Loan Party or of any of its Restricted Subsidiaries pursuant to the terms of the ABL Facility Documentation, the Senior Notes Indenture or the Existing Notes Indenture and, in each case, any Permitted Refinancing thereof in each case in a principal amount in excess of the Threshold Amount and not otherwise required to be furnished to the Lenders pursuant to any other clause of this Section 6.02; (d) together with the delivery of each Compliance Certificate pursuant to Sec tion 6.02(a), (i) in the case of annual Compliance Certificates only, a report setting forth the in formation required by sections describing the legal name and the jurisdiction of formation of each Loan Party and the location of the chief executive office of each Loan Party of the Perfection Certificate or confirming that there has been no change in such information since the Closing Date, to each holder Date or the date of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5last such report, (xii) a letter description of transmittal (which shall specify that delivery shall be effectedeach event, and risk of loss and title to condition or circumstance during the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary formlast fiscal quarter covered by such Compliance Certificate requiring a mandatory pre payment under Section 2.05(b) and (yiii) instructions for use in effecting the surrender a list of each Subsidiary of the Certificates in exchange for Borrower that identifies each Subsidiary as a Restricted Subsidiary or an Unrestricted Subsidiary as of the Merger Consideration. Upon surrender date of a delivery of such Compliance Certificate for cancellation (to the Exchange extent that there have been any changes in the identity or status as a Restricted Subsidiary or Unrestricted Subsidiary of any such Subsidiaries since the Closing Date or the most recent list provided); and (e) promptly, such additional information regarding the business, legal, financial or corporate affairs of the Loan Parties or any of their respective Restricted Subsidiaries, or compli ance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time 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 time reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificaterequest.

Certificates. Parent On the Business Combination Date: (a) the registered holders of SVH Shares (the “Original Securities”) shall cause be deemed to be the Exchange Agent registered holders of the KEG Shares (the “Replacement Securities”) to mailwhich they are entitled hereunder, as soon as reasonably practicable after and upon surrender to KEG of the Effective Time certificates representing the issued and in any event not later than outstanding Original Securities along with the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery in the form agreed to between the Parties, such SVH Securityholders shall be effectedentitled, in exchange, to receive certificates representing the Replacement Securities, as the case may be, as set forth in Section 13 hereof (to the extent applicable, after giving effect to the Consolidation) in all cases subject to, and risk of loss and title to bearing, the Certificates shall passlegend restriction set out in Annex “A”; (b) KEG, only upon delivery as the registered holder of the Certificates to the Exchange Agent and Subco Shares, shall be in customary form) and (y) instructions for use in effecting deemed to be the registered holder of the Amalco Shares to which it is entitled hereunder and, upon surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation certificates representing such Subco Shares to the Exchange Agent or to such other agent or agents as may be appointed by ParentAmalco, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate KEG shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by a share certificate representing the number of shares Amalco Shares to which it is entitled as set forth in Section 13 hereof; (c) share certificates evidencing SVH Shares and certificates representing the other Original Securities shall cease to represent any claim upon or interest in SVH or Amalco other than the right of Company Stock previously represented the holder to receive, pursuant to the terms hereof and the Amalgamation, the applicable Replacement Securities in accordance with Section 13 hereof (to the extent applicable, after giving effect to the Consolidation); and (d) upon the delivery and surrender by a SVH Securityholder to KEG of certificates representing all of the Original Securities owned by such CertificateSVH Securityholder which have been exchanged for Replacement Securities and in accordance with the provisions of Sections 13(b) and 13(d) hereof, KEG shall on the later of: (Bi) the third Business Day following the Business Combination Date; and (ii) the date of receipt by KEG of the certificates referred to above, issue to each such SVH Securityholder certificates representing the number of shares of Parent Common Stock (Replacement Securities to which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) is entitled (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not extent applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate, after giving effect to the Consolidation).

Certificates. Parent The Purchaser shall cause have received: ------------ (a) Certificates as to the Exchange Agent to mailexistence and good standing (or other appropriate certificates) of Seller, RHCI and each Group Member from its jurisdiction of incorporation or organization, as soon the case may be, and, as to each Group Member, in each jurisdiction in which it is qualified to transact business as a foreign corporation, as of a date not more than 30 days before the Closing; (b) A true and correct copy of the certificate of incorporation or articles of organization, as the case may be, of Seller, RHCI and each Group Member certified as true and correct by the Secretary of State or other appropriate governmental official of Seller's, RHCI's and each Group Member's jurisdiction of organization, and a copy of (i) the by-laws of Seller, RHCI and each Group Member that is a corporation (ii) the limited liability company operating agreement of each Group Member that is a limited liability company and the limited partnership agreement of each Group Member that is a limited partnership certified as true and correct by the Secretary of the applicable Group Member; (c) Certificates of incumbency executed by the Secretary of the Seller and RHCI in form and substance reasonably practicable after acceptable to the Effective Time Purchaser; (d) Certificates of the Secretary of the Seller and RHCI certifying as to a true and correct copy of the duly adopted resolutions of the board of directors of the Seller and RHCI, and the sole stockholder of Seller, in any event not later than form and substance reasonably acceptable to the fifth Business Day following Purchaser, with respect to the consummation of the transactions contemplated by this Agreement and that such resolutions continue in full force and effect, without amendment, as of the Closing Date; (e) A receipt executed by the Seller acknowledging payment of the Closing Purchase Price; (f) A certificate executed by the controller of FPM (in such corporate capacity and not in a personal capacity) certifying (i) that the February 28, to 1998 Financial Statements present fairly in all material respects the financial position of FPM and the results of operations of FPM in each holder case on a consolidated basis, as of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5respective dates and for the respective periods covered thereby, (xii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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 financial statements have been prepared in accordance with GAAP (except for the instructions theretoabsence of a statement of cash flows, footnotes and such other documents as may reasonably be required year-end adjustments) and were prepared from the books and records of FPM and (iii) listing all one-time adjustments that have been made or included in the period covered by the Exchange AgentFebruary 28, the holder of such Certificate shall be entitled to receive 1998 Financial Statements; and (g) Such other certificates, instruments and other documents, in exchange therefor, form and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal substance reasonably satisfactory to the Cash Consideration multiplied by Purchaser and counsel for the number of shares of Company Stock previously represented by such CertificatePurchaser, (B) as the number of shares of Parent Common Stock (which Purchaser shall be have reasonably requested in book-entry form unless a certificate is requested) representing, in connection with the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificatetransactions contemplated hereby.

Certificates. Parent (a) Certificates evidencing any of the Company Securities (“Certificates”) shall cause be in such form, not inconsistent with that required by the Exchange Agent to mailAct or any other Law and this Agreement, as soon as reasonably practicable after shall be approved by the Effective Time and in any event not later than Board of Directors. Each Certificate shall certify the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares number of Company Stock were converted into Securities and the Merger Consideration pursuant to Section 2.5, (x) a letter class of transmittal (which shall specify such Company Securities 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 Certificate represents and shall be in customary formsigned by (i) the Chairman of the Board, the President or any Vice President and (yii) instructions for use in effecting the surrender Secretary, any Assistant Secretary, the Treasurer or any Assistant Treasurer of the Certificates Company and countersigned by the Transfer Agent (in exchange for the Merger Consideration. Upon surrender event that the Company is not the Transfer Agent); provided, however, that any or all of a the signatures, including the countersignature, on the 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledfacsimile. In the event that any Officer or Transfer Agent who shall have signed, or whose facsimile signature or signatures shall have been placed upon, any such Certificate shall have ceased to be such Officer or Transfer Agent before such Certificate is issued by the Company, such Certificate may nevertheless be issued by the Company with the same effect as if such person were such Officer or Transfer Agent on the date of a transfer of ownership issue. Certificates for each class of Company Stock that is not registered Securities shall be consecutively numbered and shall be entered in the transfer books and records of the Company as they are issued and shall exhibit the holder’s name and number of Company Securities, except as provided in Section 3.04(b). No Certificate shall be valid for any purpose until it has been countersigned by the Transfer Agent (in the event that the Company is not the Transfer Agent). (b) The Company Securities may be represented by global certificates issued in the name of Cede & Co. (or such other name as the depositary may direct), as nominee for the Depositary Trust Company, payment may be made as depositary for the Company Securities, and shares may Certificates shall not be issued to a Person other than owners of beneficial interests in global certificates held by the Person depositary. Any provision herein calling for delivery of Certificates for Company Securities may be satisfied by delivering such Company Securities by book-entry transfer to such owners of beneficial interests at an account maintained for that purpose by the Transfer Agent with the depositary, in whose name accordance with arrangements among the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer depositary and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish its participants and subject to the reasonable satisfaction of Parent various policies and procedures that such Tax has been paid or is not applicable. No interest shall may be paid or accrue on any cash payable upon surrender of any Certificateadopted by the depositary from time to time.

Certificates. Parent shall cause All of the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.5this Article II shall no longer be outstanding and shall automatically be cancelled and shall cease to exist as of the Effective Time, and each certificate (x) a letter of transmittal (which shall specify each, an “Old Certificate”, it being understood that delivery any reference herein to “Old Certificate” shall be effected, and risk of loss and title deemed to include reference to book entry account statements relating to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number ownership of shares of Company Stock Stock) previously represented by representing any such Certificate, (B) the number of shares of Parent Common Company Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has thereafter represent only the right to receive (i) the Per Share Merger Consideration in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to accordance with, and subject to, this Section 2.9(b)(i))Article II, (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (Dii) cash in lieu of fractional shares of Parent Common Stock payable which the shares of Company Stock represented by such Old Certificate have been converted into the right to receive pursuant to Section 2.72.02 and Section 2.09(d)(v), without any interest thereon and (iii) any dividends or distributions which the Certificate so surrendered shall forthwith be canceledholder thereof has the right to receive pursuant to Section 2.09(d)(ii). In the event of a transfer of ownership Old Certificates previously representing shares of Company Stock that is not registered shall be exchanged for evidence of shares in book entry form or at Parent’s option, certificates (collectively with the transfer records shares in book entry form referred to herein as “New Certificates”), representing the applicable Per Share Stock Amount payable to holders of Outstanding Common Shares (together with any dividends or distributions with respect thereto and cash in lieu of fractional shares issued in consideration therefor) or the applicable amount of the CompanyPer Share Cash Amount upon the surrender of such Old Certificates in accordance with Section 2.09(d), payment may be made without any interest thereon. If, prior to the Effective Time and permitted hereunder, the outstanding shares may be issued to of Parent Common Stock or Company Stock shall have been increased, decreased, or changed into or exchanged for a Person other than the Person different number or kind of shares or securities, in whose name the Certificate so surrendered is registeredany such case as a result of a reorganization, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate change in capitalization, or establish there shall be any extraordinary dividend or distribution, then an appropriate and proportionate adjustment shall be made to the reasonable satisfaction Per Share Cash Amount and the Per Share Stock Amount to give holders of Parent that Outstanding Common Shares and holders of Vested Company Stock Options the same economic effect as contemplated by this Agreement prior to such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificateevent.

Certificates. Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each A. Every holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate Corporation shall be entitled to receive have a certificate signed in exchange thereforthe name of the Corporation by the Chairman of the Board, and Parent shall cause if there is such an officer, the Exchange Agent to pay and deliver in exchange thereof as promptly as practicablePresident, (A) cash in an amount equal to the Cash Consideration multiplied by Chief Financial Officer, or the Secretary, certifying the number of shares of Company Stock previously represented by such Certificate, (B) and the number class or series of shares owned by the shareholder. Any or all of Parent Common Stock (which shall the signatures on the certificate may be in book-entry form unless facsimiles. If any officer, transfer agent, or registrar who has signed or a facsimile of whose signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is requested) representingissued, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment it may be made and issued by the Corporation with the same effect as if such person were an officer, transfer agent, or registrar at the date of issue. B. Certificates for shares may be issued before full payment under such restrictions and for such purposes as the Board of Directors may provide; provided, however, that on any certificate issued to represent any partly paid shares, the total amount of the consideration to be paid therefor and the amount paid thereon shall be stated. C. If the shares of the Corporation are ever classified or if any class of shares has two or more series, there shall appear on the certificate one of the following: (1) a statement of the rights, preferences, privileges and restrictions granted to or imposed upon each class or series of shares authorized to be issued upon the holders thereof; (2) a summary of such rights, preferences, privileges and restrictions with references to the provisions of the Articles of Incorporation and any certificates of determination establishing the same; or (3) a statement setting forth the office or agency of the Corporation from which shareholders may obtain, upon request and without charge, a copy of the statement referred to in clause (1) above. D. There shall also appear on the certificate (unless stated or summarized pursuant to clause (1) or (2), above, or Section 417 of the California General Corporation Law) the statements required by all of the following clauses to the extent applicable: (1) the fact that the shares are subject to restrictions on transfer; (2) if the shares are assessable or are not fully paid, a statement that they are assessable or the statements required by subdivision (d) of Section 409 of the California General Corporation Law if they are not fully paid; (3) the fact that the shares are subject to a Person other than voting agreement under subdivision (a) of Section 706 of the Person in whose name California General Corporation Law or an irrevocable proxy under subdivision (e) of Section 705 of the Certificate so surrendered is registeredCalifornia General Corporation Law or restrictions upon voting rights contractually imposed by the Corporation; (4) the fact that shares are redeemable; and (5) the fact that the shares are convertible and the period of conversion. Unless stated on the certificate as required by this paragraph, if such Certificate no restriction upon transfer, liability for assessment or for the unpaid portion of the subscription price, right of redemption, voting agreement under subdivision (a) of Section 706 of the California General Corporation Law, irrevocable proxy under subdivision (E) of Section 705 of the California General Corporation Law or voting restriction imposed by the Corporation shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason enforceable against a transferee of the payment to a Person other than the registered holder shares without actual knowledge of such Certificate restriction, liability, right, agreement or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificateproxy.

Certificates. Parent shall cause (a) Upon the Exchange Agent issuance of Units in the Company to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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 Person in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agentprovisions of this Agreement, the holder Company shall issue one or more certificates in the name of such Person substantially in the form of Exhibit B hereto (a “Unit Certificate”), which evidences the ownership of the Units in the Company of such Person. Each such Unit Certificate shall be entitled to receive denominated in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by terms of the number of shares of Units in the Company Stock previously represented evidenced by such Certificate, (B) the number of shares of Parent Common Stock (which Unit Certificate and shall be signed by two officers of the Company. (b) The Company shall maintain books for the purpose of registering the transfer of Units. In connection with a transfer in book-entry form unless a certificate is requested) representing, accordance with this Agreement of any Units in the aggregateCompany, the whole number of shares that such holder has Unit Certificate(s) shall be delivered to the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7Company for cancellation, and the Company shall thereupon issue a new Unit Certificate so surrendered to the transferee evidencing the Units that were transferred and, if applicable, the Company shall forthwith be canceled. In issue a new Unit Certificate to the event of a transfer of ownership of Company Stock that is not transferor evidencing any Units registered in the transfer records name of the Companytransferor that were not transferred. (c) Each Unit Certificate evidencing Units in the Company shall bear the following legend: “THIS CERTIFICATE EVIDENCES AN INTEREST IN CORPUS CHRISTI PIPELINE GP, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registeredLLC (THE “COMPANY”) AND SHALL BE A SECURITY GOVERNED BY ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF ITS FORMATION AND, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicableTO THE EXTENT PERMITTED BY APPLICABLE LAW, ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE OF EACH OTHER APPLICABLE JURISDICTION. No interest shall be paid or accrue on any cash payable upon surrender of any CertificateTHE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT, OR PURSUANT TO AN OPINION OF COUNSEL (IF REQUESTED BY THE COMPANY) SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT. THE SALE, PLEDGE, HYPOTHECATION OR TRANSFER OF THE INTERESTS REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND CONDITIONS OF (I) THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, AS THE SAME MAY BE AMENDED OR RESTATED FROM TIME TO TIME, AMONG THE MEMBER(S) AND (II) THE FINANCE DOCUMENTS. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

Certificates. Parent One or more certificates evidencing the Restricted Shares shall cause be issued by the Exchange Agent to mailCompany in Holder’s name, as soon as reasonably practicable after or at the Effective Time and option of the Company, in any event not later than the fifth Business Day following the Closing Date, to each holder of record name of a Certificate whose shares nominee of Company Stock were converted into the Merger Consideration Company, pursuant to Section 2.5, (x) a letter of transmittal (which Holder shall specify that delivery shall be effected, have voting rights 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 customary form) and (y) 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, all dividends unless and Parent shall cause until the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal Restricted Shares are forfeited pursuant to the Cash Consideration multiplied provisions of this Agreement. Each certificate shall bear the following legend: The shares evidenced by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a this certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate have been issued pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered an agreement effective , a copy of which may be obtained by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of contacting the Company’s Secretary, payment may be made between the Company and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish the shares and are subject to forfeiture to the reasonable satisfaction Company under certain circumstances described in such agreement. The sale, assignment, pledge or other transfer of Parent that the shares of stock evidenced by this certificate is prohibited under the terms and conditions of such Tax has been paid agreement, and such shares may not be sold, assigned, pledged or is not applicableotherwise transferred except as provided in such agreement. No interest The Company may cause the certificate or certificates to be delivered upon issuance to the Secretary of the Company or to such other depository as may be designated by the Committee as a depository for safekeeping until the forfeiture occurs or until the later of the following to occur: (i) the expiration of the Restricted Period, (ii) the expiration of the Forfeiture Restrictions as provided in Section 3(b), 3(d) or 3(e), or (iii) the expiration of the Transfer Restrictions as provided in Section 3(c), 3(d) or 3(e). Upon request of the Committee, Holder shall be paid deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares then subject to the Forfeiture Restrictions and Transfer Restrictions. Upon the later of the following to occur: (i) the expiration of the Restricted Period, (ii) the expiration of the Forfeiture Restrictions as provided in Section 3(b), 3(d) or accrue on 3(e), or (iii) the expiration of the Transfer Restrictions as provided in Section 3(c), 3(d) or 3(e), the Company shall deliver to Holder a certificate without legend evidencing the vested Restricted Shares with respect to which Forfeiture Restrictions and Transfer Restrictions have lapsed, and shall retain a certificate representing unvested Restricted Shares still subject to Forfeiture Restrictions and Transfer Restrictions. Notwithstanding any cash payable upon surrender other provisions of this Agreement, the issuance or delivery of any Certificateshares of Stock (whether subject to restrictions or unrestricted) may be postponed for such period as may be required to comply with applicable requirements of any national securities exchange or any requirements of any law or regulation applicable to the issuance or delivery of such shares. The Company shall not be obligated to issue or deliver any shares of Stock if the issuance or delivery thereof shall constitute a violation of any provision of any law or of any regulation of any governmental authority or any national securities exchange.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than five (5) Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as Parent, the Company and the Paying Agent shall reasonably specify and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by ParentP▇▇▇▇▇, together with such delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions thereto, and respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such CertificateCertificates (without interest, (B) the number subject to any withholding of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered Taxes required by such holder pursuant to this Section 2.9(b)(i)applicable Law), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. Any other Transfer Taxes shall be paid by Parent. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall be deemed to represent only the right to receive payment of the fair value of such Shares in accordance with and solely to the extent provided by Section 262 of the DGCL. Notwithstanding anything to the contrary contained in this Agreement or the letter of transmittal (including the related instructions) referred to herein, the parties may modify or waive the terms, conditions and/or procedures relating to the surrender of any CertificateCertificate and the funding and payment of the applicable Merger Consideration to the holder thereof (including by making such payment directly to such holder or its designee(s)), in each case with the consent of such holder.

Certificates. As soon as practicable after the First Effective Time (and in no event later than two (2) Business Days after the First Effective Time), Parent and the Second Surviving Corporation shall cause the Exchange Paying Agent to mail, as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, mail or otherwise deliver to each Person that was, immediately prior to the First Effective Time, a holder of record of a Certificate whose Company Capital Stock represented by certificates (the “Certificates”), which shares of Company Capital Stock were converted into the Merger Consideration pursuant right to receive the consideration set forth in Section 2.52.1 at the First Effective Time, (x) a letter of transmittal substantially in the form attached hereto as Exhibit F (which shall specify that delivery shall be effected, and risk a “Letter of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary formTransmittal”) and (y) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.3(g) and, if required, an indemnification agreement) in exchange for payment of the Merger Considerationconsideration set forth in Section 2.1. Upon Following the First Effective Time, upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.3(g) and, if required, an indemnification agreement) to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter and delivery of transmittala Letter of Transmittal, duly completed and validly executed in accordance with the instructions theretoterms of such Letter of Transmittal, duly executed and in proper form, with respect to such other documents as may reasonably be required by the Exchange AgentCertificate, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause therefor the Exchange Agent to pay and deliver consideration set forth in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares Section 2.1 for each share of Company Capital Stock previously formerly represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event If payment of a transfer of ownership of Company Stock that such consideration is not registered in the transfer records of the Company, payment may to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent and the Second Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. Until surrendered as contemplated hereby, each Certificate shall be deemed at any time after the First Effective Time to represent only the right to receive the consideration set forth in Section 2.1, except for Certificates representing Dissenting Shares, which shall be treated in accordance with Section 2.4. No interest payment shall be paid or accrue on made with respect to any cash payable upon Certificates until the surrender of any Certificatesuch Certificates (or affidavits of loss in lieu of such Certificates) for exchange together with a properly completed and duly executed Letter of Transmittal.

Certificates. Parent shall cause the Exchange Agent to mail, As promptly as soon as reasonably practicable after the Company Merger Effective Time and in any event not later than the fifth Business Day following thereafter, Parent shall cause the Closing Date, Paying Agent to mail to each holder of record of a Certificate Certificate, in each case whose shares of Company Stock Shares or Membership Units, as applicable, were converted into the right to receive the Merger Consideration at the Company Merger Effective Time or the Partnership Merger Effective Time, as applicable, pursuant to Section 2.5, this Agreement: (xi) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.02(f)) to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form and have such other provisions as Parent and the Company may reasonably agree; and (yii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate Certificates (or affidavits of loss in lieu thereof in accordance with Section 3.02(f)) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such and upon delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions thereto, and respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, therefor (A) cash in an amount equal to the Cash portion of the Aggregate Common Stock Consideration multiplied by into which the number of shares of Company Stock previously Shares formerly represented by such Certificate, Certificates were converted pursuant to Section 3.01(a)(i) (less required withholdings as provided in Section 3.05) or (B) the number portion of shares of Parent Common Stock (the Aggregate Membership Unit Consideration into which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that Membership Units formerly represented by such holder has the right to receive in respect of such Certificate Certificates were converted pursuant to Section 2.5(b3.01(c) (after taking into account all other Certificates surrendered by such holder pursuant to this less required withholdings as provided in Section 2.9(b)(i3.05)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the CompanyCompany or a transfer of ownership of Membership Units that is not registered in the transfer records of the Operating Partnership, payment Merger Consideration may be made and shares may be issued paid to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person person requesting such payment shall pay to the Paying Agent any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the Certificate so surrendered or shall establish to the reasonable satisfaction of the Paying Agent and Parent that such Tax has Taxes either have been paid or is are not applicable. No interest shall required to be paid or accrue on any cash payable upon surrender of any Certificatepaid.

Certificates. As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), Parent or the Surviving Corporation shall cause the Exchange Agent to mailmail to each Person that was, as soon as reasonably practicable after immediately prior to the Effective Time and in any event not later than the fifth Business Day following the Closing DateTime, to each a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Company Shares were converted into the right to receive the Merger Consideration, the Fractional Share Consideration and the Dividend Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and shall otherwise be in customary form) such form as Parent and the Exchange Agent shall reasonably agree upon and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration, the Fractional Share Consideration and the Dividend Consideration, the forms of which letter of transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Agent or to such other agent or agents as may be appointed by ParentMerger Sub, together with such and upon delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions thereto, and respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate Certificates shall be entitled to receive in exchange thereforthe Merger Consideration, the Fractional Share Consideration and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Dividend Consideration multiplied by the number of shares of for each Company Stock previously Share formerly represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) Certificates (after taking into account all other Certificates surrendered by such holder pursuant giving effect to this any required Tax withholdings as provided in Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the CompanyMerger Consideration, payment may the Fractional Share Consideration and the Dividend Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration, the Fractional Share Consideration and the Dividend Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration, the Fractional Share Consideration and the Dividend Consideration as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall represent the right to receive payment of the fair value of such Company Shares in accordance with and to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause the Exchange Agent to mail, As promptly as soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following thereafter, Parent shall cause the Closing Date, Paying Agent to mail to each holder of record of a Certificate whose shares of Company Stock Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form and have such other provisions as Parent and the Company may agree; and (yB) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate any Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such if applicable, and upon delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions theretorespect to such Certificates, and such other customary documents and instruments as may be reasonably be required requested by the Exchange Paying Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause therefor the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to portion of the Cash Aggregate Merger Consideration multiplied by into which the number of shares of Company Stock previously Shares formerly represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate Certificates were converted pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i2.01(a)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made and shares Merger Consideration may be issued to a Person person other than the Person person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person person requesting such payment shall either pay to the Paying Agent any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the Certificate so surrendered or shall establish to the reasonable satisfaction of Parent the Paying Agent that such Tax has Taxes either have been paid or is are not applicable. No interest shall required to be paid or accrue on any cash payable upon surrender of any Certificatepaid.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time Time, and in any no event not later than three (3) Business Days after the fifth Business Day following Effective Time, the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration Consideration, at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as Parent, the Company and the Paying Agent shall reasonably agree and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration, which instructions shall be in the form and have such other provisions as Parent, the Company and the Paying Agent shall reasonably agree. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions thereto, and respect to such other documents as may reasonably be required by the Exchange AgentCertificates, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent Merger Consideration pursuant to pay and deliver in exchange thereof as promptly as practicable, (ASection 2.1(a) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously formerly represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) Certificates (after taking into account all other Certificates surrendered by such holder pursuant giving effect to this any required Tax withholdings as provided in Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall be deemed to represent only the right to receive payment of the fair value of such Shares in accordance with and to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after (a) After the Effective Time Time, the certificates formerly representing Subco Shares and in any event not later Pasha Shares (other than the fifth Business Day following Pasha Dissent Shares in respect of which subsection 2.4(a) applies) shall represent the Closing Dateright to receive, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5respectively, (x) a letter of transmittal (which shall specify that delivery shall be effected, Amalco Shares 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 customary form) and (y) 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 Resulting Issuer Shares in accordance with the instructions theretoterms hereof, and: (i) the holders of the certificates representing such Subco Shares and Pasha Shares, upon surrender of said certificates to, respectively, Amalco and ▇▇▇▇▇▇, shall receive certificates representing, the Amalco Shares and the Resulting Issuer Shares to which they are entitled pursuant to, as the case may be, by subsections 2.2(b) and 2.2(c) or by operation of subsection 2.4(b) hereof; (ii) upon the surrender of certificates representing Subco Shares and Pasha Shares under subsection 2.5(a)(i) above, such certificates shall be cancelled; and (iii) upon the issuance by ▇▇▇▇▇▇ of the Resulting Issuer Shares under subsection 2.2(c) hereof, Amalco shall issue to ▇▇▇▇▇▇ a certificate representing the Amalco Shares to which ▇▇▇▇▇▇ is entitled pursuant to subsection 2.2(b) always provided that if any certificate formerly representing Subco Shares and Pasha Shares is not surrendered in accordance with the terms of this section 2.5 on or prior to 4:00 p.m. (Vancouver Time) on the sixth (6th) anniversary after the Effective Date, such certificates shall cease to represent any right or claim of any nature or kind, and the Amalco Shares and the Resulting Issuer Shares issued in respect thereof pending the surrender of such other documents as may reasonably certificates shall be required by cancelled and returned to treasury. (b) After the Exchange AgentEffective Time, the holder of such Certificate certificates and agreements formerly representing the Pasha Warrants shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has represent the right to receive equivalent convertible securities in respect of such Certificate pursuant to Section 2.5(b▇▇▇▇▇▇ in accordance with the terms hereof, and: (i) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records holders of the Companycertificates representing such Pasha Warrants, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of such certificates or agreements, shall receive certificates representing such ▇▇▇▇▇▇ Exchange Warrants on the same terms and conditions to which they are entitled pursuant to subsection 2.2(d); and (ii) upon the surrender of certificates or agreements representing Pasha Warrants under subsection 2.5(b)(i) above, such certificates shall be cancelled always provided that if any Certificatecertificate or agreement formerly representing Pasha Warrants is not surrendered in accordance with the terms of this section 2.5 on or prior to 4:00 p.m. (Vancouver Time) on the sixth (6th) anniversary after the Effective Date, subject to earlier expiry of such securities, such certificates shall cease to represent any right or claim of any nature or kind, and any ▇▇▇▇▇▇ Exchange Warrants issued in respect thereof pending the surrender of such certificates shall be cancelled.

Certificates. Parent The Administrative Agent shall cause the Exchange Agent to mailhave received (i) a certificate, as soon as reasonably practicable after dated the Effective Time Date and in any event not later than signed by the fifth Business Day following the Closing Date, to each holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery Secretary or Assistant Secretary of the Certificates to the Exchange Agent and shall be in customary form) and (y) 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 ParentBorrower, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, certifying that (A) cash in an amount equal to except as set forth on any schedule attached thereto, the Cash Consideration multiplied by certificate or articles of incorporation (or other equivalent document) of the number Borrower and each other Loan Party previously delivered on the Original Restatement Date (or such later date on which such Person became a Loan Party) have not been amended since the date of shares of Company Stock previously represented by such Certificatedelivery, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregateexcept as set forth on any schedule attached thereto, the whole number by-laws (or other equivalent document) of shares that the Borrower and each other Loan Party as in effect and delivered on the Original Restatement Date (or such holder has later date on which such Person became a Loan Party) have not been amended since the right to receive in respect date of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i))delivery, (C) any dividends the resolutions previously delivered on the Original Restatement Date (or such later date on which such Person became a Loan Party) by the Board of Directors or other distributions payable pursuant equivalent governing body of the Borrower and each other Loan Party authorizing (x) the execution, delivery and performance of the Existing Credit Agreement and the other Loan Documents to Section 2.9(c)(iwhich such Person is a party, as applicable, (y) the execution, delivery and performance of the Amendment Agreement (including Exhibit A thereto in the form of this Agreement) and (z) in the case of the Borrower, the borrowings hereunder, have not been modified, rescinded or amended and are in full force and effect, (D) cash attached thereto is a certificate as to the good standing of the Borrower and each other Loan Party as of a recent date by the Secretary of State of the state of its organization, and (E) as to the incumbency and specimen signature of each officer executing the Amendment Agreement or any other Loan Document or any other document delivered in lieu connection therewith on behalf of fractional shares such Loan Party, and (ii) a certificate of Parent Common Stock payable another officer as to the incumbency and specimen signature of the Secretary or Assistant Secretary executing the certificate pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.clause (i) above;

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three (3) Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by ParentP▇▇▇▇▇, together with such delivery of a letter of transmittal, duly completed executed and validly executed in proper form, with respect to such Certificate, the Paying Agent or such other agent, in accordance with the instructions theretoletter of transmittal and instructions, and such other documents as may reasonably be required by the Exchange Agent, shall transmit to the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such Certificate, Certificate (B) the number subject to any withholding of shares of Parent Common Stock (which shall be Taxes required by applicable Law as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent or the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Certificates representing Dissenting Shares, which shall be deemed to represent only the right to receive payment of the fair value of such Shares in accordance with and solely to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, and shall otherwise be in customary form) such form as Parent and the Paying Agent shall reasonably agree; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions theretorespect to such Certificates, and such other documents as may be reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of Company Stock previously for each Share formerly represented by such CertificateCertificates (without interest, (B) the number of shares of Parent Common Stock (which shall be and after giving effect to any required Tax withholdings as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration in cash as contemplated by this Agreement, except for Certificates representing Shares that are Dissenting Shares, which shall be deemed to represent the right to receive payment of the fair value of such Shares in accordance with and to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause the Exchange Agent to mail, as soon as reasonably practicable after Promptly following the Effective Time (and in any event not later than within five Business Days), Parent and the fifth Business Day following Surviving Corporation will cause the Closing Date, Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a Certificate certificate that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”) whose shares of Company Common Stock were converted into the Merger Consideration right to receive the consideration payable in respect thereof pursuant to Section 2.52.7, (xA) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Exchange Agent and shall be in customary form) Payment Agent); and (yB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationconsideration payable in respect thereof pursuant to Section 2.7. Upon surrender to the Payment Agent of a Certificate (or affidavit of loss in lieu of a Certificate as provided in Section 2.11) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may be reasonably be required by the Exchange AgentPayment Agent in accordance with the terms of such materials and instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor, for the number of shares represented by such Certificate (and Parent shall will cause the Exchange Payment Agent to pay and deliver in exchange thereof therefor as promptly as practicable, (A) cash in an amount in cash equal to the Cash Consideration multiplied product obtained by multiplying (1) the aggregate number of shares of Company Common Stock previously represented by such Certificate, Certificate by (B2) the number Per Share Price (less any applicable withholding Taxes payable in respect thereof). The Certificate so surrendered will be cancelled. The Payment Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of shares any holder of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregateCertificates on the amount payable upon the surrender of such Certificates pursuant to this Section 2.9(c)(i). Until so surrendered, the whole number of shares that such holder has Certificates will be deemed from and after the Effective Time to evidence only the right to receive the consideration payable in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable thereof pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Certificates. Parent shall cause the Exchange Agent to mail, as As soon as reasonably practicable after the Effective Time (and in any no event not later than three Business Days after the fifth Business Day following Effective Time), the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of a Certificate whose shares of Company Stock Shares represented by certificates (the “Certificates”), which Company Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 2.5, this Agreement: (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Paying Agent, shall include any certifications Parent may reasonably request relating to any withholding obligations of Parent under the Code or other applicable Tax law, and shall otherwise be in customary form) such form as Parent, the Company and the Paying Agent shall reasonably agree prior to the Effective Time; and (yB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.2(e)) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu of the Certificate as provided in Section 2.2(e)) to the Exchange Paying Agent or to such other agent or agents as may be appointed by Parent, together with such delivery of a letter of transmittal, duly completed executed and validly executed in accordance proper form, with the instructions theretorespect to such Certificates, and such other documents as may be reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Merger Consideration multiplied by the number of shares of for each Company Stock previously Share formerly represented by such Certificate, Certificates (B) the number of shares of Parent Common Stock (which shall be without interest and after giving effect to any required Tax withholdings as provided in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)2.5), (C) and any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records If payment of the Company, payment may Merger Consideration is to be made and shares may be issued to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment shall pay have paid any transfer or other similar Transfer Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or establish so surrendered and shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such Tax has Taxes either have been paid or is are not applicablerequired to be paid. No interest shall will be paid or accrue accrued on any cash amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any Certificatetime after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement, except for Certificates representing Company Shares that are Dissenting Shares, which shall be deemed to represent the right to receive payment of the fair value of such Company Shares in accordance with and to the extent provided by Section 262 of the DGCL.

Certificates. Parent shall cause Upon commencement of the Exchange Agent to mail, as soon as reasonably practicable after offering of the Effective Time Units under this Agreement (and in any event not later than upon the fifth Business Day recommencement of the offering of the Units under this Agreement following the Closing Date, to each holder of record termination of a Certificate whose shares suspension of Company Stock were converted into sales hereunder), and each time that (i) the Merger Consideration Registration Statement or the Prospectus shall be amended or supplemented (other than an amendment or supplement effected by the filing with the Commission of any document incorporated by reference therein which shall be subject to the provisions of clauses (ii) and (iv) below, any prospectus supplement filed pursuant to Rule 424(b) pursuant to Section 2.54(bb) hereof or a prospectus supplement relating solely to the offering of securities other than the Units), (xii) there is filed with the Commission any document incorporated by reference into the Prospectus (other than a letter Current Report on Form 8-K, unless any Manager shall otherwise reasonably request), (iii) the Units are delivered to any Manager as principal at the Time of transmittal Delivery pursuant to a Terms Agreement, or (which shall specify that delivery shall be effected, iv) otherwise as any Manager may reasonably request and risk of loss and title upon reasonable advance notice to the Certificates shall passPartnership (such commencement or recommencement date and each such date referred to in subclause (i), only upon delivery of the Certificates to the Exchange Agent and shall be in customary form(ii), (iii) and (yiv) instructions for use in effecting herein, each a “Representation Date”), the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation Partnership shall furnish or cause to be furnished to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, Managers (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representingor, in the aggregatecase of subclause (iii) above, the whole number relevant Manager party to the Terms Agreement) forthwith a certificate dated and delivered on the Representation Date, in form satisfactory to the Managers (or, in the case of shares subclause (iii) above, the relevant Manager party to the Terms Agreement) to the effect that the statements contained in the certificate referred to in Section 6(b) hereof which were last furnished to the Managers (or, in the case of subclause (iii) above, the relevant Manager party to the Terms Agreement) are true and correct as of such Representation Date, as though made at and as of such time (except that such holder has certificate shall state that such statements (including with respect to the right representations and warranties contained herein) shall be deemed modified to receive incorporate the disclosures contained in respect the Registration Statement and the Prospectus, in each case as amended or supplemented as of such Certificate pursuant to Section 2.5(bdate) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i))or, (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7such certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records certificate of the Companysame tenor as the certificate referred to in said Section 6(b), payment may be made and shares may be issued modified as described immediately above to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason time of the payment to a Person other than the registered holder delivery of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificatecertificate.

Certificates. Parent shall cause Upon commencement of the Exchange Agent to mail, as soon as reasonably practicable after offering of the Effective Time Shares under this Agreement (and in any event not later than upon the fifth Business Day recommencement of the offering of the Shares under this Agreement following the Closing Date, to each holder of record termination of a Certificate whose shares of Company Stock were converted into Suspension Period (as defined below)), and each time that (i) the Merger Consideration pursuant to Section 2.5, (x) a letter of transmittal (which shall specify that delivery Registration Statement or the Prospectus 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 customary form) and amended or supplemented (y) 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, than (A) cash in by an amount equal amendment or supplement that is filed solely to report sales of the Shares pursuant to this Agreement or an amendment solely to add exhibits to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such CertificateRegistration Statement, (B) in connection with the number filing of any Current Reports on Form 8-K (other than any Current Reports on Form 8-K which contain flash financial information, financial statements, supporting schedules or other financial data) or the incorporation of other documents by reference into the Registration Statement or Prospectus except as set forth in clauses (ii) and (iii) below, or (C) by a prospectus supplement relating solely to the offering of other securities, including other shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in and any debt securities of the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)Company), (Cii) any dividends the Company files an Annual Report on Form 10-K, or other distributions payable an amendment thereto, (iii) the Company files a Quarterly Report on Form 10-Q, or an amendment thereto, (iv) the Shares are delivered to the Managers pursuant to Section 2.9(c)(ia Terms Agreement, or (v) the Managers may reasonably request (the date of commencement of the offering of the Shares under this Agreement, the date of commencement of the offering of the Shares under this Agreement following the termination of a Suspension Period and each date referred to in subclauses (i) through (v) above, each a “Representation Date”), the Company shall furnish or cause to be furnished to the Managers forthwith certificates signed by the chief financial officer or chief accounting officer of the Company and one additional senior executive officer of the Company who is reasonably satisfactory to the Managers and two appropriate senior officers of the Adviser reasonably satisfactory to the Managers, as the case may be, dated and delivered as of the Representation Date, in form satisfactory to the Managers to the effect that the statements contained in the certificates referred to in Sections 7(c) and Section 7(d) of this Agreement which was last furnished to the Managers are true and correct as of such Representation Date as though made at and as of such date (Dmodified as necessary to relate to the Registration Statement and the Prospectus, in each case, as amended and supplemented to such date) cash or, in lieu of fractional shares such certificates, a certificate of Parent Common Stock payable pursuant the same tenor as the applicable certificate referred to in said Sections 7(c) or Section 2.7, 7(d) (modified as necessary to relate to the Registration Statement and the Certificate so surrendered Prospectus, in each case, as amended and supplemented to such date); provided, however, that the obligations of the Company under this subsection (t) shall forthwith be canceled. In deferred when no Placement Notice is pending for any Manager or for any Suspension Period and shall recommence upon the event termination of such Suspension Period and/or the Company’s submission of a transfer of ownership of Placement Notice to any Managers (in which case the Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and required to deliver the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish deliverable to the reasonable satisfaction of Parent that Managers at such Tax has been paid or is time if it was not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificatedelivered at the last Representation Date).

Certificates. Parent On the Effective Date: (a) the CCC Shareholders (other than Dissenting Shareholders who are ultimately entitled to be paid fair value for their Dissenting CCC Shares) shall cause be deemed to be the registered holders of the Exchange Shares to which they are entitled hereunder. With respect to any CCC Shareholder which has previously taken delivery of certificates representing such holder’s CCC Shares, such holder shall be required to deliver and surrender to the Transfer Agent to mailsuch certificates representing all such CCC Shares which have been exchanged for the Exchange Shares in accordance with Section 2.04(b), and such other documentation as may be required by the Transfer Agent, following which the Transfer Agent shall, as soon as reasonably practicable after practicable, issue to such CCC Shareholder certificates representing the Effective Time and in number of Exchange Shares to which such holder is entitled. With respect to any event CCC Shareholder which has not later than previously taken delivery of certificates representing such holder’s CCC Shares, the fifth Business Day following Transfer Agent shall, as soon as practicable, issue to such CCC Shareholder certificates representing the Closing Datenumber of Exchange Shares to which such holder is entitled without any further action on the part of such CCC Shareholder; (b) GPAY, to each as the registered holder of record of a Certificate whose shares of Company Stock were converted into the Merger Consideration pursuant to Section 2.5GPAY Subco Shares, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title deemed to be the Certificates shall pass, only upon delivery registered holder of the Certificates Amalco Shares to the Exchange Agent and shall be in customary form) and (y) instructions for use in effecting the which it is entitled hereunder and, upon surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation certificates representing such GPAY Subco Shares to the Exchange Agent or to such other agent or agents as may be appointed by ParentAmalco, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate GPAY shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by a share certificate representing the number of shares of Company Stock previously represented by such Certificate, Amalco Shares to which it is entitled as set forth in Section 2.04; and (Bc) the number of shares of Parent Common Stock (which share certificates evidencing CCC Shares shall be cease to represent any claim upon or interest in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends CCC or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person Amalco other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason right of the payment to a Person other than the registered holder of such Certificate or establish to receive pursuant to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificateterms hereof and the Amalgamation, Exchange Shares in accordance with Section 2.04.

Certificates. Parent shall cause the Exchange Agent to mail, as soon As promptly as reasonably practicable after following the Effective Time and in any event not later than the fifth second ( 2 nd ) Business Day following thereafter, the Closing Date, Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate whose that immediately prior to the Effective Time represented outstanding shares of Company Common Stock were converted into the Merger Consideration pursuant to Section 2.5, (xA) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Paying Agent and which shall be in customary form) the form and have such other provisions as Parent and the Company may reasonably specify and (yB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration into which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall be in the form and have such other provisions as Parent and the Company may reasonably specify) . (ii) Book - Entry Evidence . As promptly as reasonably practicable following the Effective Time and in any event not later than the second ( 2 nd ) Business Day thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Book - Entry Evidence not held through The Depository Trust Company (and to deliver to The Depository Trust Company, in the case of holders of Book - Entry Evidence held through The Depository Trust Company) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (A) a letter of transmittal, which shall be in the form and have such other provisions as Parent and the Company may reasonably specify, and (B) instructions for returning such letter of transmittal in exchange for the right to receive the Merger Consideration into which the number of shares of Company Common Stock previously represented by such Book - Entry Evidence shall have been converted pursuant to this Agreement (which instructions shall be in the form and have such other provisions as Parent and the Company may reasonably specify) . Notwithstanding anything to the contrary contained in this Agreement, no holder of Book - Entry Evidence shall be required to deliver a Certificate or, in the case of holders of Book - Entry Evidence held through The Depository Trust Company, an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3 . 1 (b) . (c) Timing of Exchange . Upon surrender of a Certificate (or affidavit of loss in lieu thereof) or Book - Entry Evidence for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such with, in the case of Certificates and Book - Entry Evidence not held through The Depository Trust Company, a letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book - Entry Evidence held through The Depository Trust Company, receipt of an “agent’s message” by the Paying Agent, and such other documents as may reasonably be required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or Book - Entry Evidence shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such Certificate pursuant to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i)), (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, payment may be made and shares may be issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.be

Certificates. Parent shall cause Upon commencement of the Exchange Agent to mail, as soon as reasonably practicable after offering of the Effective Time Shares under this Agreement (and in any event not later than upon the fifth Business Day recommencement of the offering of the Shares under this Agreement following the Closing Date, to each holder of record termination of a Certificate whose shares suspension of Company Stock were converted into sales hereunder), and each time that (i) the Merger Consideration Registration Statement or the Prospectus shall be amended or supplemented (other than an amendment or supplement effected by the filing with the Commission of any document incorporated by reference therein, any prospectus supplement filed pursuant to Rule 424(b) pursuant to Section 2.54(a) hereof or a prospectus supplement relating solely to the offering of securities other than the Shares), (xii) the Company shall file an Annual Report on Form 10-K or a letter Quarterly Report on Form 10-Q, (iii) the Shares are delivered to any Manager as principal pursuant to Section 3(b) at the Time of transmittal Delivery pursuant to a Terms Agreement, or (which shall specify that delivery shall be effectediv) otherwise as any Manager may reasonably request (such commencement or recommencement date and each such date referred to in subsection (i), and risk of loss and title to the Certificates shall pass(ii), only upon delivery of the Certificates to the Exchange Agent and shall be in customary form(iii) and (yiv) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of herein, each 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, and such other documents as may reasonably be required by the Exchange Agent“Representation Date”), the holder of such Certificate Company shall furnish or cause to be entitled furnished to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, any Manager (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representingor, in the aggregatecase of subclause (iii) above, the whole number relevant Manager party to such Terms Agreement) forthwith a certificate dated and delivered on the Representation Date, in form satisfactory to the Managers (or, in the case of shares subclause (iii) above, the relevant Manager party to such Terms Agreement) to the effect that the statements contained in the certificate referred to in Section 6(d) hereof which were last furnished to the Managers (or, in the case of subclause (iii) above, the relevant Manager party to such Terms Agreement) are true and correct as of such Representation Date, as though made at and as of such time (except that such holder has certificate shall state that such statements (including with respect to the right representations and warranties contained herein) shall be deemed modified to receive incorporate the disclosures contained in respect the Registration Statement, the Prospectus and the documents incorporated by reference therein, in each case as amended or supplemented as of such Certificate pursuant to Section 2.5(bdate) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i))or, (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) and (D) cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.7such certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Stock that is not registered in the transfer records certificate of the Companysame tenor as the certificate referred to in said Section 6(d), payment may be made and shares may be issued modified as described immediately above to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason time of the payment to a Person other than the registered holder delivery of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificatecertificate.

Certificates. Parent (a) Certificates ("CERTIFICATES") evidencing the Membership Interests shall be in the form attached as Exhibit B The Company shall issue to each Member a Certificate certifying their Membership Interest (and the class and Sharing Ratio of such Membership Interest) held by such Member. Certificates shall be consecutively numbered and shall be entered in the books and records of the Company as they are issued and shall exhibit the holder's name. (b) The Company shall keep or cause to be kept on behalf of the Exchange Agent Company a register that will provide for the registration and transfer of Membership Interests. The Company shall not recognize transfers of Membership Interests unless the same are effected in compliance with Section 3.03 and in the manner described in this Section 3.08. Upon surrender for registration of transfer of any Certificate, and subject to mailthe provisions of Section 3.08(c), the Company shall issue, in the name of the holder or the designated Assignee or Assignees, as soon required pursuant to the Record Holder's instructions, one or more new Certificates evidencing the same class and the same aggregate Sharing Ratio of Membership Interest as reasonably practicable after was evidenced by the Effective Time and in Certificate so surrendered. (c) The Company shall not recognize any event not later than the fifth Business Day following the Closing Date, to each holder of record transfer of a Membership Interest until the Certificate whose shares evidencing such Membership Interest is surrendered to the Company for registration of transfer and the requirements of Section 3.03 have been satisfied. The Company Stock were converted into may require the Merger Consideration payment of a sum sufficient to cover any tax or other Governmental charge that may be imposed with respect thereto. (d) If the Assignee has the right, pursuant to Section 2.53.03(b), to be admitted to the Company as a Member, such Assignee shall become a Member when such transfer and admission is reflected in the books and records of the Company. (xe) Each distribution in respect of a letter of transmittal (which shall specify that delivery Membership Interest shall be effected, and risk of loss and title paid by the Company only to the Certificates shall pass, only upon delivery Record Holder thereof as of the Certificates to date of such distribution, unless otherwise directed by the Exchange Agent Record Holder. Such payment shall constitute full payment and shall be in customary form) and (y) instructions for use in effecting the surrender satisfaction 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, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor, and Parent shall cause the Exchange Agent to pay and deliver in exchange thereof as promptly as practicable, (A) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Company Stock previously represented by such Certificate, (B) the number of shares of Parent Common Stock (which shall be in book-entry form unless a certificate is requested) representing, in the aggregate, the whole number of shares that such holder has the right to receive Company's liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of assignment or otherwise. (f) If any mutilated Certificate pursuant is surrendered to Section 2.5(b) (after taking into account all other Certificates surrendered by such holder pursuant to this Section 2.9(b)(i))the Company, (C) any dividends or other distributions payable pursuant to Section 2.9(c)(i) then the Company shall issue a new Certificate evidencing the same class and (D) cash in lieu Sharing Ratio of fractional shares of Parent Common Stock payable pursuant to Section 2.7, and Membership Interest as the Certificate so surrendered shall forthwith be canceledsurrendered. In Upon delivery by the event Record Holder of a transfer of ownership of Company Stock that is not registered an affidavit, in the transfer records of form and substance satisfactory to the Company, payment may be made and shares may be that a previously issued to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid lost, destroyed or is not applicable. No interest stolen, the Company shall be paid or accrue on any cash payable upon surrender of any issue a new Certificate.