Common use of Exchange Procedure Clause in Contracts

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. 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 thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the Merger ConsiderationPaying Agent shall pay pursuant to irrevocable instructions given by Sub or Parent, the amount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after ------------------- the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares or Class B Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares or Class B Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock Shares or the Company Preferred Stock, as the case may be, which Class B Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares or Class B Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but in any event, not later than the fifth (5th) Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a letter Letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery of the Certificates Certificate to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal, duly completed and properly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 3.1(a)(i) into the right to receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. 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 thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock formerly represented by such Certificate have been converted pursuant to Section 3.1(a). No interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.6, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (other than Certificates representing Dissenting Shares)as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Merger Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1“Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the number of shares of Parent Common Stock into which the shares of the Company Merger ConsiderationStock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of the Company Common Merger Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)interest, which the shares of the Company Merger Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, the Paying Agent shall mail to each holder of record (other than the Company or any Subsidiary, or Parent or Purchaser or any other direct or indirect subsidiary of Parent) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration payable in respect of the shares of Common Stock represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company shares of Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate (other than Certificates representing shares of Common Stock owned by Parent or Purchaser or any other direct or indirect subsidiary of Parent, held in the treasury of the Company, owned by any Subsidiary or any Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without Consideration in respect of the shares of Common Stock theretofore represented by such Certificate. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable Parent and the Surviving Corporation shall cause the Paying Agent to mail promptly after the Effective Time (but, in any event, within five (5) days after the Effective Time, the Paying Agent shall mail ) to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1Certificates, (i) a form of letter of transmittal (which shall be in customary form agreed to by the Company and Parent 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 Paying Agent and shall be in a such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c), without any interest thereon and less any withholding of taxes, and the Certificate so surrendered shall forthwith be canceled. Parent and the Surviving Corporation shall enter into a paying agency agreement with the Paying Agent in a form reasonably acceptable to the Company and which shall provide that the Paying Agent shall promptly following any such surrender of Certificates dispatch by mail payment of such amount to such holder. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person (as defined below) other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.05, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, 3.01 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person per- son other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)shall be paid or accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the Merger ConsiderationPaying Agent shall pay pursuant to irrevocable instructions given by Sub or Parent, the amount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2Section, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.13.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to 16 11 the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the Merger ConsiderationPaying Agent shall pay pursuant to irrevocable instructions given by Sub or Parent, the amount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after following the Effective Timedate of this Agreement and in any event not less than 15 days before the Closing Date, Parent shall cause the Paying Agent shall mail to each holder make available upon request a form of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender upon or after the Effective Time of the Certificates a Certificate in exchange for the Merger ConsiderationConsideration or the Preferred Merger Consideration with respect to each Share or Preferred Share formerly represented by such Certificate. Upon surrender As soon as reasonably practicable after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, cause the Paying Agent to mail to each record holder, as of the Effective Time, of an outstanding Certificate, who has not previously submitted a Certificate for cancellation duly executed letter of transmittal, such form of letter of transmittal and instructions. If a holder surrenders to the Paying Agent or to such other agent or agents as may be appointed by Parenta Certificate, together with such letter of transmittal, transmittal duly executed, at least two Business Days prior to the Closing Date and such other documents holder is the record holder, as may reasonably be required by of the Paying AgentClosing Date, then the holder of such Certificate shall be entitled to receive paid on the Closing Date in exchange therefor cash in an amount equal to: (i) in the case of Certificates for Shares, the product of the number of Shares represented by such Certificate multiplied by the Merger ConsiderationConsideration (subject to any applicable withholding tax as specified in Section 2.03(e)), or (ii) in the case of Certificates for Preferred Shares, the product of the number of Preferred Shares represented by such Certificate multiplied by the Preferred Merger Consideration (subject to any applicable withholding tax as specified in Section 2.03(e)), and the such Certificate so surrendered shall forthwith be canceled. In If a holder surrenders to the event Paying Agent a Certificate, together with such letter of a transfer of ownership transmittal duly executed, any time after two Business Days prior the Closing Date, and such holder is the record holder, as of the Company Common Stock Closing Date, then the holder of such Certificate shall be paid as soon as reasonably practicable in accordance with the immediately preceding sentence, and such Certificate shall forthwith be canceled. No interest will be paid or accrued on the Company Preferred Stock, as cash payable upon the case may be, which is not registered in the transfer records surrender of the Company, Certificates. If payment may is to be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. 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 thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares).

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") ------------ whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. 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 thereof the Merger Consideration, without . No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation, Parent or U.S. Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which Certificate that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares which were converted into the right to receive the Merger Consideration pursuant to Section 3.12.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent or U.S. Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentfor cancelation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of Merger ConsiderationConsideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent and U.S. Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the amount of Merger Consideration, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. (a) As soon as reasonably practicable after the Effective Time, the Paying Agent Company shall cause Continental Stock Transfer & Trust Company (the “Exchange Agent”) to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company holding an Li3 Common Stock and Company Preferred Stock certificate (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i“Certificate”) a letter of transmittal as prepared by Li3 and the Company (which shall specify specify, among other things, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery actual receipt of the Certificates to by the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender to the Exchange Agent of a Certificate or Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentexchange, together with such properly completed letter of transmittal, duly executed, and such any other documents as may and instruments reasonably be required by the Paying Exchange Agent, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor therefore a certificate representing the Merger Considerationnumber of whole Ordinary Shares to which such holder of Li3 Common Stock shall have become entitled to hereunder and in accordance with this Agreement, and the Certificate or Certificates so surrendered shall forthwith be canceled. Until so surrendered, each Certificate shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration. (b) If any certificate representing Ordinary Shares is to be issued in a name other than that in which the Certificate or Certificates surrendered in exchange therefor is or are registered, it shall be a condition to the issuance thereof that the Certificate or Certificates so surrendered shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise in proper form for transfer, and that the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the issuance in any name other than that of the registered holder of the Certificate or Certificates surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (c) After the Effective Time, there shall be no transfers on the stock transfer books of Li3 of Li3 Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of shares of Li3 Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates (properly endorsed or accompanied by an appropriate instrument of transfer) representing such shares are presented for transfer to the Exchange Agent, they shall represent the right to receive the Merger Consideration as provided in Section 1.2. (d) Any portion of the Merger Consideration that remains unclaimed by the holders of Certificates as of the first anniversary of the Effective Time shall be returned to the Company. Any former stockholder of Li3 who has not theretofore complied with this Section 1.3 shall thereafter look only to the Company (subject to the terms of this Agreement, abandoned property, escheat and other similar Laws) for payment of the Merger Consideration to such stockholder as determined pursuant to this Agreement. Any consideration remaining unclaimed immediately prior to such time when such consideration would otherwise escheat or become the property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Company, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of Li3, the Surviving Company, the Company or the Exchange Agent shall be liable to any holder of a Certificate for any Merger Consideration delivered in respect of such Certificate to a public official pursuant to any abandoned property, escheat or other similar Law. (e) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by the Company, the posting by such Person of a transfer bond in such amount as the Company may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration pursuant to this Agreement. (f) No certificates or scrip representing fractional shares of ownership Ordinary Shares or book-entry credit of the same shall be issued upon the surrender of the Li3 Common Stock for exchange. Any portion of the Merger Consideration payable in a fractional share of Ordinary Shares shall be rounded up to the nearest whole number. (g) The Company and the Surviving Company shall be entitled to deduct and withhold from the Merger Consideration payable to the stockholders of Li3 pursuant to the Merger any such amounts as are required under the Code, or any applicable provision of state, local or foreign Tax Law, provided, however, that if the Company or Surviving Company intends to withhold any amount, the Company or Surviving Company, as applicable, shall provide reasonable advance written notice to Li3 of its intent to so withhold and a summary of the rationale for such withholding. Each of the Company Common Stock and Surviving Company acknowledge that, as of the date hereof, neither it nor any of its affiliates has any knowledge that any amount is required to be withheld by the Company or Surviving Company from any portion of the Merger Consideration payable pursuant to this Agreement. To the extent that such amounts are so withheld by the Company or the Surviving Company Preferred Stocksuch withheld amounts shall be treated for all purposes as having been paid to the stockholders of Li3 in respect of which such deduction and withholding was made by the Company or the Surviving Company, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if and such Certificate amounts shall be properly endorsed or otherwise be in proper form for transfer and immediately, upon receipt, deposited with the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. 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 thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)applicable taxing authority.

Exchange Procedure. As soon as reasonably practicable Promptly (and in any event no later than three Business Days) after the Effective Time, Parent shall direct the Paying Agent shall to mail to each holder of record of a certificate or certificates which certificates, or a non-certificated share or non-certificated shares, that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each casethe “Certificates” or “Book-Entry Shares”, the "CERTIFICATES"respectively) whose shares which were converted into the right to receive the Merger Consideration pursuant to Section 3.1, 2.01(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Agent, and shall be in a customary form and have such other provisions as Parent and the Company may reasonably specifyagree prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for the Merger Consideration. Upon (A) in the case of a Certificate, surrender of a such Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentfor cancellation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying AgentAgent or (B) in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share, as applicable, shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration for each share of Company Common Stock theretofore represented by such Certificate or Book-Entry Share, as applicable, pursuant to Section 2.01(c), and the Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without Consideration in accordance with this Article II. No interest (other than Certificates representing Dissenting Shares)shall be paid or accrue on the cash payable to any holder of a Certificate or Book-Entry Share in accordance with the provisions of this Article II.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the Merger ConsiderationPaying Agent shall pay pursuant to irrevocable instructions given by Subsidiary or Parent, the amount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. 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 thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime but in no event later than the first business day following the Closing Date, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares Certificate (and appropriate documentation for holders of the Company Common Stock Options and Company Preferred Stock (in each case, the "CERTIFICATES"Warrants) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a customary form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares formerly represented by such Certificate shall have been converted pursuant to Section 2.08(c), and the Certificate so surrendered shall forthwith be canceledcancelled. Parent's agreement with the Paying Agent shall provide that, upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, any holders of more than five thousand shares of Company Common Stock (including shares issuable upon the exercise of Warrants and Company Options) shall be entitled to receive payment of the Merger Consideration in respect of the shares of Company Common Stock and an amount of cash determined pursuant to Sections 2.10 and 2.11 with respect to any Warrants and Company Options, respectively, held by them by wire transfer of immediately available funds as promptly as practicable after the Effective Time, but in no event later than the first business day following the Closing Date, to the account(s) designated by such stockholder. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of the Company, payment the proper amount of cash may be made paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after Certificate. Upon the Effective Time delivery to represent only the right Paying Agent of the appropriate documentation in respect of Company Options and Warrants, the holder of such Company Option or Warrant will be entitled to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)an amount of cash determined pursuant to Sections 2.10 and 2.11.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Surviving Corporation shall mail or caused to be mailed to each holder of record of a certificate or certificates any certificate, which as of immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, as of the "CERTIFICATES") whose shares were converted into Effective Time represents the right to receive the Merger Consideration pursuant to Section 3.1(all such certificates, the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specifyaddress specified therein) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor from the Merger ConsiderationPaying Agent the amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the shares of Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest (other than Certificates representing Dissenting Shares).interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares that were converted into the right to receive the Merger Consideration pursuant to Section 3.12.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to to Section 3.1, 2.01 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a such form and have such other provisions as Parent Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of Merger ConsiderationConsideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Purchaser that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the amount of Merger Consideration, without interest (other than Certificates representing Dissenting Shares)interest, into which the shares of Company Common Stock represented by such Certificate have been converted.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective TimeDate, the Paying Agent Acquisition shall mail cause to be mailed to each holder of record of a certificate or certificates which that immediately prior to the Effective Time Date represented outstanding shares of the Company Regency Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") ), other than holders of Certificates whose shares were converted into the right to receive the Merger Consideration pursuant to canceled in accordance with Section 3.11.01 hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have other such other provisions as Parent Acquisition may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAcquisition, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationtherefor, and the Paying Agent shall pay the Merger Consideration for each share of Regency Common Stock formerly evidenced by such Certificate, and such Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership If payment of the Company Common Stock or the Company Preferred Stock, as the case may be, which Merger Consideration is not registered in the transfer records of the Company, payment may to be made to a person other than the person in whose name the surrendered Certificate so surrendered is registeredregistered on the stock transfer books of Regency, if such Certificate it shall be a condition of payment to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any have paid all transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish shall have established to the satisfaction of the Surviving Corporation that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 3.21.02, each Certificate shall be deemed at any time after the Effective Time Date to represent only the right to receive upon such surrender thereof the Merger Consideration, without Consideration into which the shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.01 hereof. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As Subject to Section 2.01(f), as soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to (x) each holder of record (other than the Zurich Stockholders) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") whose shares were converted into and (y) each holder of Company Options at the right to receive the Merger Consideration pursuant to Section 3.1, Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Company Options in exchange for the Merger Consideration or Option Consideration, as applicable. Upon surrender of a Certificate or Company Option for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Company Option, as the case may be, shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares theretofore represented by such Certificate or Company Option, as the case may be, shall have been converted pursuant to Section 2.01, and the Certificate or Company Option, as the case may be, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate and Company Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares or Company Options, as the case may be, theretofore represented by such Certificate or Company Option, as the case may be, shall have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the ------------------- Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the ------------ Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.12.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on the cash payable upon the surrender of any Certificate. If a mutilated Certificate is surrendered to the Paying Agent or if the holder of a Certificate submits an affidavit to the Paying Agent stating that the Certificate has been lost, destroyed or wrongfully taken, such holder shall furnish an indemnity bond sufficient in the judgment of the Parent to protect the Parent, the Surviving Corporation and the Paying Agent from any loss which any of them may suffer.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall (A) pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate Certificate, or (B) establish to the satisfaction of the Surviving Corporation that such tax Tax has been paid or is otherwise not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01(c). No interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on any Merger Consideration payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but in any event not later than the fifth (5th) Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery receipt of the Certificates to Certificate by the Paying Agent and shall be otherwise in a such form and have such other provisions as Parent may and the Company reasonably specifyagree and specify before the Closing) and (ii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and properly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 3.1(a)(i) into the right to receive the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock formerly represented by such Certificate have been converted pursuant to Section 3.1(a). No interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record record, as of the Effective Time, of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right (other than to receive the Merger Consideration pursuant to Section 3.1holders of Excluded Shares), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for a certificate or certificates representing the Merger Considerationnumber of whole retained Shares, if any, to be retained by the holder of such Certificates (and cash in lieu of any fractional retained Shares) pursuant to this Agreement and the amount of cash, if any, into which the number of Shares previously represented by such Certificates shall have been converted pursuant to this Agreement. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration into which the Shares theretofore represented by such Certificate shall have been canceled and become the right to receive pursuant to Section 2.1, less any required withholding tax described below, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.3, each Certificate (other than Certificates representing Dissenting Shares or Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1. No interest will be paid or will accrue on the Merger Consideration payable upon the surrender of any Certificate. The Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of a Certificate such amounts as the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code (other than Certificates representing Dissenting Shares)as hereinafter defined) or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time (but no later than the second Business Day following the Effective Time), the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to Certificate as of the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1Time, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates a Certificate in exchange for the Merger ConsiderationConsideration payable in respect of each Company Common Share formerly represented by such Certificate. Upon surrender of a Certificate for cancellation to the Paying 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, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the share transfer records books of the Company, payment the proper amount of cash may be made paid in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specifyspecify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger ConsiderationConsideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent and the Company may reasonably specifyagree prior to the purchase of Shares pursuant to the Offer) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.6, each Certificate (other than Certificates representing Dissenting Common Shares or Dissenting Preferred Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (other than Certificates representing Dissenting Shares)as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Transfer Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Transfer Agent and shall be in a form and have such other provisions as Parent Buyer may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Transfer Agent or to such other agent or agents as may be appointed by ParentBuyer, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Transfer Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration for the Shares theretofore represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment transfer of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment transfer shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger ConsiderationConsideration for each Shares theretofore represented by such Certificate which shall have been converted pursuant to Section 2.01. No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate. In the event any Certificate shall have been lost, without interest (other than Certificates representing Dissenting Shares)stolen or destroyed, Buyer may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Buyer, the Surviving Corporation or the Transfer Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person (as defined herein) shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a customary form and have such other provisions as Parent Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Common Stock Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentPurchaser, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Common Stock Merger ConsiderationConsideration in respect of the shares formerly represented by such Certificate pursuant to Section 1.7(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Chateau Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of the CompanyChateau, payment may be made paid in exchange therefor to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Purchaser that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof paid or shall accrue on the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Consideration or on any unpaid dividends payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable Promptly (and in any event no later than two Business Days) after the Effective Time, Parent shall direct the Paying Agent shall to mail to each holder of record of a certificate or certificates which (if any), or a non-certificated share or non-certificated shares, that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES"“Certificates” or “Book-Entry Shares,” respectively) whose shares which were converted into the right to receive the Merger Consideration pursuant to Section 3.1, 2.01(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Agent, and shall be in a customary form and have such other provisions as Parent and the Company may reasonably specifyagree prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for the Merger Consideration. Upon (A) in the case of a Certificate, surrender of a such Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentfor cancellation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying AgentAgent or (B) in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share, as applicable, shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration for each share of Company Common Stock theretofore represented by such Certificate or Book-Entry Share, as applicable, pursuant to Section 2.01(c), and the Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without Consideration in accordance with this Article II. No interest (other than Certificates representing Dissenting Shares)shall be paid or accrue on the cash payable to any holder of a Certificate or Book-Entry Share in accordance with the provisions of this Article II.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration as provided in Section 3.1. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash, without interest or dividends, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest (other than Certificates representing Dissenting Shares)or dividends, into which the Shares of stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.1. No interest shall be paid or shall accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate one or certificates which immediately prior to the Effective Time represented outstanding more shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1Stock, (i) a letter of transmittal (in a form mutually agreed upon by Parent and the Surviving Corporation, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Uncertificated Shares shall pass, only upon delivery of the Certificates to the Paying Agent and shall be or in a form and have the case of Uncertificated Shares, such other provisions documents as Parent may reasonably specify) be required by the Paying Agent and (ii) instructions for use in effecting the surrender or exchange of the Certificates or Uncertificated Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent or in the case of Uncertificated Shares, such other documents as may reasonably be required by the Paying Agent, Parent or the Surviving Corporation shall pay or cause to be paid to the holder of such Certificate shall be entitled to receive or Uncertificated Share in exchange therefor the Merger Considerationamount of cash into which the shares of Company Common Stock theretofore represented by such Certificate or Uncertificated Share shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the shares of Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered or exchanged as contemplated by this Section 3.22.02, each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof or exchange the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate or Uncertificated Share shall have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender or exchange of any Certificate or Uncertificated Share.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime (and in any event within four (4) Business Days thereof), the Surviving Entity or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate one or certificates which immediately prior more Shares (other than holders of Dissenting Shares and Shares to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration be cancelled pursuant to Section 3.13.1(b)), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in a form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger ConsiderationConsideration as provided in Section 3.1. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent or, in the case of Uncertificated Shares, at or promptly following the receipt by the Paying Agent of a duly executed letter of transmittal and such other documents as may be required by the Paying Agent, the holder of such Certificate or Uncertificated Shares shall be entitled to receive in exchange therefor the amount of cash (after giving effect to any required Tax withholdings as provided in Section 3.2(g)) equal to (x) the number of Shares held by such stockholder multiplied by (y) the Per Share Merger Consideration, and the Certificate so any Certificates surrendered shall forthwith be canceledcancelled. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate (or affidavits of loss in lieu thereof) or in exchange for Uncertificated Shares. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered (or affidavits of loss in lieu thereof) is registered, if such Certificate (or affidavits of loss in lieu thereof) shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate (or affidavits of loss in lieu thereof) or establish to the satisfaction of the Surviving Corporation Entity or the Paying Agent that such tax Tax has been paid or is not applicable. Until exchanged or surrendered as contemplated by this Section 3.2, each Certificate Uncertificated Shares and Shares represented by Certificates (other than Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such exchange or surrender thereof the Merger Considerationamount of cash, without interest (other than Certificates representing Dissenting Shares)interest, into which the Shares theretofore represented shall have been converted pursuant to Section 3.1.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1Certificate, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger ConsiderationConsideration that such holder has the right to receive pursuant to Section 3.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registeredregistered if, if upon presentation to the Paying Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration as provided in Section 3.1. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash, without interest or dividends, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.1. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after With respect to the Effective TimeCompany Common Stock of the Principal Company Stockholders and the Company Preferred Stock of the holders thereof, not less than two business days prior to the Closing Date the PCS Paying Agent shall mail or otherwise deliver to each Principal Company Stockholder or holder of Company Preferred Stock that is a holder of record of a certificate or certificates which (the “Certificates”) that immediately prior to the Effective Time represented will represent outstanding shares of the Company Common Stock and or Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were will be converted into the right to receive the Merger Consideration pursuant to Section 3.12.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the PCS Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates at the Effective Time in exchange for Merger Consideration. With respect to the other Company Common Stock, as soon as reasonably practicable after the Effective Time, the Other Paying Agent shall mail to each other holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the applicable Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Company Common Stock or Company Preferred Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock or Company Preferred Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares).will be paid or will accrue on the cash payable upon the surrender of any Certificate. 14

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 (or substitute IRS Form W-9) and IRS Form W-8BEN, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the 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, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger ConsiderationConsideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. As soon promptly as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") Certificates whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.12.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes (as defined in Section 3.09(n)) required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATES"), other than Shares to be cancelled in accordance with Section 2.01(b) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1hereof, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent Purchaser and the Company may reasonably specify) and (ii) instructions instructions, in form reasonably acceptable to the Company, for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentPurchaser, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, Purchaser may, in its discretion and as a condition precedent to the payment of the Merger ConsiderationConsideration in respect of the shares represented by such Certificate, without interest (other than Certificates representing Dissenting Shares)require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Purchaser, the Surviving Corporation or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.12.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor cash in an amount equal to the product of (A) the number of shares of Company Common Stock theretofore represented by such Certificate and (B) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.13.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of 15 9 transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal in a form mutually agreed upon by the Parent and Surviving Corporation (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, Parent or the Surviving Corporation shall pay or cause to be paid to the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationconsideration contemplated by Section 3.1 and this Section 3.2, including cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole Parent Shares and (y) a check representing the Merger Considerationamount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions with respect to the Parent Shares as provided for in Section 3.2(c), if any, that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article III, after giving effect to any required withholding tax, and the Shares represented by the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable to holders of Shares. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment a certificate representing the proper number of Parent Shares, together with a check for the cash to be paid pursuant to this Section 3.2 may be made issued to such a person other than the person in whose name the Certificate so surrendered is registered, transferee if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment transferee shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate Parent or the Exchange Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any time after holder of Shares such amounts as Parent or the Effective Time Exchange Agent is required to represent only deduct and withhold with respect to the right making of such payment under the Code or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to receive upon the holder of the Shares in respect of which such surrender thereof deduction and withholding was made by Parent or the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Surviving Corporation shall cause the Payment Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent and shall be in a such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Payment Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. 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 thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.1. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Shares, other than Shares referred to in Section 3.2(b) (the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1“Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationconsideration contemplated by Section 3.2 and this Section 3.3, including cash in lieu of fractional shares, if applicable. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole Parent Shares and (y) a check representing the Merger Considerationamount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions with respect to the Parent Shares as provided for in Section 3.3(c), if any, that such holder has the right to receive in respect of the Certificate so surrendered shall forthwith pursuant to the provisions of this Article III, after giving effect to any required withholding Tax. No interest will be canceledpaid or accrued on the cash payable to holders of Shares. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment a certificate representing the proper number of Parent Shares, together with a check for the cash to be paid pursuant to this Section 3.3, if applicable, may be made issued to such a person other than the person in whose name the Certificate so surrendered is registered, transferee if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment transferee shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate The Surviving Corporation or the Exchange Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as the Surviving Corporation or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any time after provision of state, local or foreign Tax law. To the Effective Time extent that amounts are so withheld by the Surviving Corporation or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to represent only the right to receive upon Person in respect of which such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)deduction and withholding was made.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, 3.01 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)shall be paid or accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent Surviving Corporation shall mail to each holder of record of a certificate or certificates which immediately prior to (other than the Effective Time represented outstanding shares members of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES"Investor Group) whose shares were converted into the right to receive the Merger Consideration of Certificates not surrendered pursuant to Section 3.12.02(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specifyaddress specified therein) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor from the Merger ConsiderationPaying Agent the amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the shares of Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will pay in exchange for such lost, stolen or destroyed Certificate, the cash payable in respect of the shares represented by such Certificate as determined in accordance with this Article II, except that when authorizing such payment, the Board of Directors of the Surviving Corporation, may, in its discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such Certificate.

Exchange Procedure. As soon as reasonably practicable after the Merger Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and representing Shares or Company Preferred Stock Shares (in each case, the "CERTIFICATES"“Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, or of Company OP Units (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specifyExchange Agent) and and, (ii) if applicable, instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationconsideration (and any unpaid distributions and dividends) contemplated by Section 2.2 and this Section 2.3, including cash in lieu of fractional Parent Shares. Upon (i) surrender of a Certificate for cancellation to the Paying Agent or to Exchange Agent, if applicable, and (ii) delivery by such other agent or agents as may be appointed by Parent, together with a holder of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the such holder, if a holder of such a Certificate representing Shares or of Company OP Units, shall be entitled to receive promptly in exchange therefor (x) a certificate representing that number of whole Parent Shares, (y) a check representing the amount of cash in lieu of fractional shares, if any, and (z) unpaid dividends and distributions with respect to the Parent Shares as provided for in Section 2.3(c), if any, that such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article II or in respect of such Company OP Units and, if a holder of a Certificate representing Company Preferred Shares, shall be entitled to receive promptly in exchange therefor the Preferred Merger ConsiderationConsideration in cash with respect to each Company Preferred Share represented by such Certificate, and in all such cases after giving effect to any required withholding Tax. No interest will be paid or accrued on the Certificate so surrendered shall forthwith be canceledcash payable to holders of Shares, Company OP Units or Company Preferred Shares. In the event of a transfer of ownership of the Shares, Company Common Stock OP Units or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the CompanyCompany or Company OP, payment a certificate representing the proper number of Parent Shares, together with a check for the cash to be paid pursuant to this Section 2.3, or the Preferred Merger Consideration, may be made issued to such a person other than the person in whose name the Certificate so surrendered is registered, transferee if such Certificate shall be properly endorsed or such Certificate or Company OP Units shall otherwise be in proper form for transfer and the person requesting such payment transferee shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or Company OP Units or establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate Parent or the Exchange Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any time after provision of state, local or foreign Tax law. To the Effective Time extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to represent only the right to receive upon Person in respect of which such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)deduction and withholding was made.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Purchaser shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each caseother than the Excluded Shares), as of the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1Effective Time, (i) a form of letter of transmittal (which shall be in customary form and reasonably acceptable to Company and shall specify that delivery shall will be effected, and risk of loss and title to the Certificates shall or Book-Entry Shares will pass, only upon proper delivery of the such Certificates or Book-Entry Shares to Purchaser upon adherence to the Paying Agent and shall be procedures set forth in a form and have such other provisions as Parent may reasonably specifythe letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger ConsiderationConsideration and any dividends or other distributions payable pursuant to Section 2.4. Upon surrender of a Certificate or of Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentPurchaser, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying AgentPurchaser and reasonably acceptable to Company, the each holder of such a Certificate or of Book-Entry Shares shall be entitled to receive in exchange therefor (a) book-entry shares representing the Merger Considerationnumber of shares of Purchaser Common Stock and cash in the amount of the Cash Consideration to which such holder is entitled pursuant to Section 2.1.2 and (b) any dividends or distributions payable pursuant to Section 2.4, and the Certificate such Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. Purchaser shall mail, or cause to be mailed, a statement of ownership relating to the shares of Purchaser Common Stock and a check for payment of the Cash Consideration within seven days after such a surrender of a Certificate or of Book-Entry Shares. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate Certificates or Book-Entry Shares so surrendered is registered, are registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person other than the registered holder of such Certificate transfer or establish establish, to the reasonable satisfaction of the Surviving Corporation Purchaser, that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.22.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (Consideration and any dividends or other than Certificates representing Dissenting Shares)distributions payable pursuant to Section 2.4.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which (referred to hereinafter individually as a "Certificate" and collectively as "Certificates") that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.12.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying 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, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, Consideration and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the stock transfer records books of the Company, payment the proper amount of cash may be made paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate the Merger Consideration or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective TimeTime of the Merger, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time of the Merger represented outstanding shares Shares (the "Certificates"), other than the Company, Parent and any subsidiary of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1or Parent, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.7, and the Certificate so surrendered shall forthwith be canceled. In No interest will be paid or will accrue on the event Merger Consideration payable upon the surrender of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which any Certificate. If payment is not registered in the transfer records of the Company, payment may to be made to a person other than the person in whose name the Certificate so surrendered is registered, if it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.8, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.7(c). Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.8(b) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares six months after the Effective Time of the Merger shall be returned to Parent, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this Section prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, neither the Paying Agent nor any party shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. If any Certificates shall not have been surrendered prior to seven years after the Effective Time of the Merger (other than Certificates representing Dissenting Shares)or immediately prior to such earlier date on which any payment pursuant to this Section 2.8 would otherwise escheat to or become the property of any governmental body or agency) the payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective TimeTime of the Merger, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time of the Merger represented outstanding shares Shares (the "Certificates"), other than the Company, Parent and any subsidiary of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1or Parent, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and which shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.7(c), and the Certificate so surrendered shall forthwith be canceled. In No interest will be paid or will accrue on the event cash payable upon the surrender of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which any Certificate. If payment is not registered in the transfer records of the Company, payment may to be made to a person other than the person in whose name the Certificate so surrendered is registered, if it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.1, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender thereof the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.7(c). Notwithstanding the foregoing, neither the Paying Agent nor any party shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. If any Certificates shall not have been surrendered prior to seven years after the Effective Time of the Merger (or immediately prior to such earlier date on which any payment pursuant to this Section 2.1 would otherwise escheat to or become the property of any governmental body or agency) the payment in respect of such Certificate shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of all claims or interest of any person previously entitled thereto. Any funds made available to the Paying Agent that remain unclaimed by holders of Certificates for six months after the Effective Time of the Merger shall be delivered to the Surviving Corporation upon demand and any holder of Certificates who has not theretofore complied with this Section 2.1(c) shall thereafter look only to Parent for payment of their claim for Merger Consideration, without interest (other than Certificates representing Dissenting Shares).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W‑9 or the applicable IRS Form W‑8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specifyspecify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the 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, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash, without interest, equal to the Merger ConsiderationConsideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Capital Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of the Company, payment of the applicable Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other 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 the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record (other than the Parent) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") whose shares were converted into and to each holder of Company Options at the right to receive the Merger Consideration pursuant to Section 3.1, Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Company Options in exchange for the Merger Consideration or Option Consideration, as applicable. Upon surrender of a Certificate or Company Option for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Company Option, as the case may be, shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares theretofore represented by such Certificate or Company Option, as the case may be, shall have been converted pursuant to Section 3.01, and the Certificate or Company Option, as the case may be, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate and Company Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration or Option Consideration, respectively, without interest. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the Merger Consideration or Option Consideration.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares Certificates, other than holders of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificates representing Excluded Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Common Merger Consideration or Series D Merger Consideration, as the case may be. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Common Merger Consideration or Series D Merger Consideration, as the case may be, for each share of Company Common Stock or Company Series D Stock theretofore represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Series D Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall (A) pay to the Paying Agent any transfer Transfer Taxes or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate Certificate, or (B) establish to the satisfaction of Parent or the Surviving Corporation that such tax Tax has been paid or is otherwise not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate (other than Certificates representing Dissenters' Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Common Merger Consideration or Series D Merger Consideration, as the case may be, without interest, into which the shares of Company Common Stock or Company Series D Stock theretofore represented by such Certificate shall have been converted pursuant to Sections 3.01(c) and 3.01(d). No interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on any Common Merger Consideration or Series D Merger Consideration, as the case may be, payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationCash Consideration (less the Indemnity Escrow Amount). Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationCash Consideration (less the Indemnity Escrow Amount), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.21.6, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger ConsiderationCash Consideration (less the Indemnity Escrow Amount). No interest will be paid or will accrue on any amount payable upon the surrender of any Certificate. Acquiror or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Acquiror or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, without interest as amended (other than Certificates representing Dissenting Shares)the "Code") or under any provisions of state, local or foreign tax law. To the extent that amounts are properly withheld by Acquiror or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by Acquiror or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares or Class B Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares or Class B Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock Shares or the Company Preferred Stock, as the case may be, which Class B Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares or Class B Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent, Sub, the Surviving Corporation, the Company or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares or Class B Shares such amounts as Parent, Sub, the Surviving Corporation, the Company or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (other than Certificates representing Dissenting Shares)as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent, Sub, the Surviving Corporation, the Company or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or Class B Shares in respect of which such deduction or withholding was made by Parent, Sub, the Surviving Corporation, the Company or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective TimeTime (and in any event within two (2) Business Days), the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which Certificate that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares that were converted into the right to receive the Merger Consideration pursuant to Section 3.12.01, (i) a letter of transmittal (which shall be in customary form and have such other provisions as Parent and the Company shall reasonably agree and 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 Certificates, or affidavits of loss in lieu thereof as provided in Section 2.02(g), to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentfor cancelation, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of Merger ConsiderationConsideration into which the shares of the Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the amount of Merger Consideration, without interest, into which the shares of the Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)shall be paid or accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time and in any event within five Business Days following the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") ), whose shares were converted into the right to receive such holder's ratable portion of the Merger Consideration pursuant to Section 3.1Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon the proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions as specified by Parent for use in effecting the surrender exchange of the Certificates in exchange for the Merger Consideration, which shall be in form and substance reasonably satisfactory to the Company. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and executed, and such all other documents as may reasonably be required by the Paying Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the Merger ConsiderationExchange Agent shall promptly distribute to such holder, the number of shares of Parent Common Stock (along with cash in lieu of fractional shares pursuant to Section 2.2(g)) into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the shares of Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Sharesinterest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(c).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall and MMC shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Kroll Stockholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a such form and have such other customary provisions as Parent MMC may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentMMC, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive paid in exchange therefor the Merger Considerationamount of cash into which the shares of Kroll Common Stock formerly represented by the Certificate shall have been converted pursuant to Section 2.1(b), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Kroll Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of Kroll, the Company, payment proper amount of cash may be made paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered, registered if such the Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes (as defined in Section 4.13(c)) required by reason of the payment to a person other than the registered holder of such the Certificate or establish to the satisfaction of MMC that the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. As soon promptly as reasonably practicable after the Effective Time, the Paying Agent shall and Buyer shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Company Stockholder shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a such form and have such other customary provisions as Parent Buyer may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentBuyer, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive paid in exchange therefor the Merger Considerationamount of cash into which the shares of Company Common Stock formerly represented by the Certificate shall have been converted pursuant to Section 3.1(b), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of the Company, payment the proper amount of cash may be made paid in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered, registered if such the Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person other than the registered holder of such the Certificate or establish to the satisfaction of Buyer that the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof paid or shall accrue on the Merger Consideration, without interest (other than Certificates representing Dissenting Shares).

Exchange Procedure. As soon as reasonably practicable after the ------------------- Effective TimeTime (and in any event within 10 business days), the Paying Agent (or, in the case of the Company Series Preferred Stock, the Surviving Corporation) shall mail to each holder of record of a certificate or certificates which (the "Certificates") that immediately prior to the Effective Time represented ------------- outstanding shares of the Company Common Capital Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.12.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Company Capital Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Capital Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Capital Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificates which immediately prior Certificates, other than holders of Certificates representing Shares referred to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.13.01(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, for each Share theretofore represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall (A) pay to the Paying Agent any transfer Transfer Taxes or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate Certificate, or (B) establish to the satisfaction of Parent or the Surviving Corporation that such tax Tax has been paid or is otherwise not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate (other than Certificates representing Dissenters’ Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01(c). No interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on any Merger Consideration, payable upon the surrender of any Certificate.

Exchange Procedure. (i) As soon promptly as reasonably practicable after the Effective Time, Time (but in any event no later than five Business Days after the Paying Agent receives an electronic copy of the Company’s stock records as of the Effective Time, suitable for the Paying Agent’s use, from the Company’s transfer agent), Acquirer shall instruct the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") Certificates whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.12.01(c), (i) a letter of transmittal (which shall specify that delivery shall be effectedreasonably acceptable to Acquirer and the Company, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the Merger ConsiderationPaying Agent shall deliver in accordance with the letter of transmittal as promptly as practicable, the amount of cash into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes (as defined in Section 9.03) required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Acquirer that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02(b)(i), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01. No interest shall be paid or accrue on the cash payable upon surrender of any Certificate. (other ii) Upon the Effective Time, the Company shall deliver to the Paying Agent an electronic listing, suitable for the Paying Agent’s use, of each holder of Company Stock Options who has not previously exercised his or her Company Stock Options and who has executed and delivered an option cancellation agreement. Prior to or at the Effective Time, Acquirer shall instruct the Paying Agent to deliver the Cancellation Consideration due each such holder in accordance with Section 2.01(e) as promptly as practicable following the Effective Time, but in no event later than Certificates representing Dissenting Shares)five Business Days thereafter. Following the Effective Time, upon the execution and delivery of an option cancellation agreement by any holder of Company Stock Options, the Surviving Corporation shall provide the Paying Agent with an electronic listing suitable for the Paying Agent’s use with respect to such holder, and shall instruct the Paying Agent to deliver the Cancellation Consideration due such holder in accordance with Section 2.01(e) as promptly as practicable, but in no event later than five Business Days after the Paying Agent receives such listing. Payment of the Cancellation Consideration shall be net of any required withholding taxes, and no interest shall be paid or accrue thereon.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificates which immediately prior Certificates, other than holders of Certificates representing Shares referred to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.13.01(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration, for each Share theretofore represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall (A) pay to the Paying Agent any transfer Stock Transfer Taxes or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate Certificate, or (B) establish to the satisfaction of Parent or the Surviving Corporation that such tax Tax has been paid or is otherwise not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate (other than Certificates representing Appraisal Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.01(c). No interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on any Merger Consideration payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock EUA Shares (in each case, the "CERTIFICATESCanceled Shares") whose shares that were converted into canceled and became instead the right to receive the Merger Consideration pursuant to Section 3.1, 2.01(b)(ii): (i) a letter of transmittal in such form as ▇▇▇▇ and EUA may reasonably agree (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation or Certificates to the Paying Agent for cancellation (or to such other agent or agents as may be appointed by Parent▇▇▇▇ and are reasonably acceptable to EUA), together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may reasonably be required by the Paying AgentAgent shall require, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor for each EUA Share formerly evidenced by such Certificate which such holder has the Merger Consideration, and the Certificate so surrendered shall forthwith be canceledright to receive pursuant to Section 2.01(b)(ii). In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, Canceled Shares which is not registered in the transfer records of EUA, the Company, payment Merger Consideration in respect of such Canceled Shares may be made given to a person other than the person in whose name transferee thereof if the Certificate so surrendered or Certificates representing such Canceled Shares is registeredpresented to the Paying 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 any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish evidence satisfactory to the satisfaction of Paying Agent that any applicable stock transfer taxes have been paid. At any time after the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2Effective Time, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without Consideration subject to and upon the surrender of such Certificate as contemplated by this Section 2.02. No interest (other than shall be paid or will accrue on the Merger Consideration payable to holders of Certificates representing Dissenting Sharespursuant to Section 2.01(b)(ii).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCancelled Shares") whose shares that were converted into cancelled and became instead the right to receive the Merger Consideration pursuant to Section 3.1, 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent for cancellation (or to such other agent or agents as may be appointed by Parentagreement of CEI and the Company), together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may reasonably be required by the Paying AgentAgent shall require, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor for each share of Company Common Stock formerly evidenced by such Certificate which such holder has the Merger Consideration, and right to receive pursuant to the Certificate so surrendered shall forthwith be canceledprovisions of this Article II. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, Cancelled Shares which is not registered in the transfer records of the Company, payment the Merger Consideration may be made given to a person other than the person in whose name transferee if the Certificate so surrendered representing such Cancelled Shares is registeredpresented to the Paying 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 any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish evidence satisfactory to the satisfaction of the Surviving Corporation Paying Agent that such tax has any applicable stock transfer taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without Consideration as contemplated by this Section 2.2. No interest (other than shall be paid or will accrue on the Merger Consideration payable to holders of Certificates representing Dissenting Shares)pursuant to the provisions of this Article II.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.21.7, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 1.6. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (other than Certificates representing Dissenting Shares)as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by the Parent or the Paying Agent and any such amounts deducted or withheld shall be promptly and timely paid by Parent or the Paying Agent to the appropriate taxing authority.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company KeyOn Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1“Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent Internet America may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentInternet America, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationnumber of shares of Internet America Common Stock into which the shares of KeyOn Common Stock theretofore represented by such Certificate shall have been converted, pursuant to Section 2.1(c) and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company shares of KeyOn Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the CompanyKeyOn, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)interest, which the shares of KeyOn Common Stock theretofore represented by such Certificate shall have been entitled to receive pursuant to Section 2.1.

Exchange Procedure. As soon as reasonably practicable after the Effective Time and in any event within five Business Days following the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each casethe “Certificates”), the "CERTIFICATES") whose shares were converted into the right to receive such holder’s ratable portion of the Merger Consideration pursuant to Section 3.1Consideration, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon the proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions as specified by Parent for use in effecting the surrender exchange of the Certificates in exchange for the Merger Consideration, which shall be in form and substance reasonably satisfactory to the Company. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and executed, and such all other documents as may reasonably be required by the Paying Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the Exchange Agent shall promptly distribute to such holder, the ratable portion of the Merger ConsiderationConsideration to which such holder is entitled pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the shares of Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Sharesinterest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(c).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") Certificates whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.12.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent Starwood may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by ParentStarwood, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the applicable Merger ConsiderationConsideration and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company TriNet Common Stock or the Company TriNet Preferred Stock, as the case may be, Stock which is not registered in the transfer records of the CompanyTriNet, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of the such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Starwood that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the applicable Merger Consideration, without interest, into which the shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d). No interest (other than Certificates representing Dissenting Shareswill be paid or will accrue on the applicable Merger Consideration upon the surrender of any Certificate or on any amount payable pursuant to Section 2.2(d) or Section 2.2(g).

Exchange Procedure. As soon as reasonably practicable Promptly after the Effective Time, the Paying Agent Purchaser shall mail cause to be mailed to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a i)__a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent Purchaser may reasonably specify) and (ii) instructions ii)__instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentPurchaser, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationtherefor, and the Paying Agent shall pay pursuant to irrevocable instructions given by Merger Sub or Purchaser, the Merger Consideration for each Share formerly evidenced by such Certificate, and such Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership If payment of the Company Common Stock or the Company Preferred Stock, as the case may be, which Merger Consideration is not registered in the transfer records of the Company, payment may to be made to a person other than the person in whose name the surrendered Certificate so surrendered is registeredregistered on the stock transfer books of the Company, if such Certificate it shall be a condition of payment to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any have paid all transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate thereof or establish shall have established to the satisfaction of the Surviving Corporation that such tax has been paid or is taxes are not applicable. 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 thereof the Merger Consideration, without Consideration into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1 hereof. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration, and Parent will instruct the Paying Agent to so mail such form of letter of transmittal and instructions no more than two business days after the Effective Time. Upon surrender of a Certificate for cancellation cancelation to the 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, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger ConsiderationConsideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. On or immediately prior to the Effective Date, AALP and AMI shall deposit in trust with, or otherwise make available to, an exchange agent (the "Exchange Agent") to be selected by AALP, for exchange in accordance with this Agreement, cash sufficient to pay the Merger Consideration (excluding any Dissenting Shares). As soon as reasonably practicable after the Effective Time, and in no event later than five business days thereafter, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common AMI Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, the "Letter of Transmittal") in substantially the form attached to this Agreement as Exhibit D and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates certificates representing AMI Stock in exchange for the Merger Consideration. Upon Each holder of AMI Stock, upon surrender of a Certificate for cancellation the certificates therefor to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder accompanied by duly executed Letters of such Certificate Transmittal, shall be entitled to receive in exchange therefor a check representing the amount of Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, Consideration which is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. 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 thereof hereunder. Each certificate representing shares of AMI Stock so surrendered shall be canceled. Until so surrendered, each certificate representing AMI Stock will be deemed for all corporate purposes to represent and evidence solely the right to receive the Merger ConsiderationConsideration to be paid therefor pursuant to this Agreement. Notwithstanding the foregoing, without neither the Exchange Agent nor any other party hereto shall be liable to any holder of certificates representing AMI Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Except as required by law, no interest (other than Certificates representing shall be payable with respect to the Merger Consideration or the cash payable for Dissenting Shares). If any shareholder of record of AMI is unable to locate any certificate evidencing shares of AMI Stock to be surrendered for exchange, the Exchange Agent shall deliver the corresponding share of the Merger Consideration to the registered shareholder upon receipt of a lost certificate affidavit and an indemnity agreement in a form reasonably acceptable to AALP. The delivery of the Merger Consideration by the Exchange Agent shall be as soon as practicable following the receipt by the Exchange Agent of the certificates and the duly executed Letters of Transmittal, and in any event no later than five business days thereafter.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, SECTION 2.1.2 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration into which the shares of Common Shares theretofore represented by such Certificate shall have been converted pursuant to SECTION 2.1.2 and any dividends or other distributions to which such holder is entitled pursuant to SECTION 2.2.4, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, Shares which is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered 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 either shall pay any transfer or other taxes required by reason of the such payment being made to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Acquiror that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.2SECTION 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest, into which the shares of Common Shares theretofore represented by such Certificate shall have been converted pursuant to SECTION 2.1.2, and any dividends or other distributions to which such holder is entitled pursuant to SECTION 2.2.4. No interest will be paid or will accrue on the Merger Consideration upon the surrender of any Certificate or on any cash payable pursuant to SECTION 2.2.4 or SECTION 2.2.7. 3 9 2.2.4 RECORD DATES FOR FINAL DIVIDENDS; DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. (i) To the extent necessary to satisfy the requirements of SECTION 857(A)(1) of the Code for the taxable year of the Company ending at the Effective Time, the Company shall declare a dividend (the "Final Company Dividend") to holders of Common Shares, the record date for which shall be close of business on the last business day prior to the Effective Time, in an amount equal to the minimum dividend sufficient to permit the Company to satisfy such requirements. If the Company determines it necessary to declare the Final Company Dividend, it shall notify Acquiror at least ten (10) days prior to the date for the Company Shareholders Meeting, and Acquiror shall declare a dividend per share to holders of Acquiror Common Stock, the record date for which shall be the close of business on the last business day prior to the Effective Time, in an amount per share equal to the quotient obtained by dividing (x) the Final Company Dividend per share of Common Shares paid by the Company by (y) the Exchange Ratio. The dividends payable hereunder to holders of Common Shares shall be paid upon presentation of the certificates of Common Shares for exchange in accordance with this ARTICLE II, and shall be payable solely from the separate funds of the Company, which shall be provided to the Exchange Agent on or before the Effective Time for this purpose. (ii) No dividends or other than Certificates representing Dissenting Shares)distributions with respect to Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Acquiror Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to SECTION 2.2.7, in each case, until the surrender of such Certificate in accordance with this ARTICLE II. Subject to the effect of applicable escheat laws, following surrender of any such Certificate there shall be paid to the holder of such Certificate, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of any fractional share of Acquiror Common Stock to which such holder is entitled pursuant to SECTION 2.2.7 and (ii) if such Certificate is exchangeable for one or more whole shares of Acquiror Common Stock, (x) at the time of such surrender the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror Common Stock and (y) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of Acquiror Common Stock.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record (other than the Parent) of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock (the “Certificates”) and to each holder of Company Preferred Stock (in each case, Options at the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Company Options in exchange for the Merger Consideration or Option Consideration, as applicable. Upon surrender of a Certificate or Company Option for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parentthe Company, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Company Option, as the case may be, shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares theretofore represented by such Certificate or Company Option, as the case may be, shall have been converted pursuant to Section 3.01, and the Certificate or Company Option, as the case may be, so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate and Company Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration or Option Consideration, respectively, without interest. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the Merger Consideration or Option Consideration.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1Certificates”), (ia) a letter of transmittal (which shall (x) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Exchange Agent, and shall (y) otherwise be in a customary form and have such other provisions as Parent may reasonably specify) and (iib) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationconsideration contemplated by Section 2.3, including cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (1) such holder’s portion of the Merger Consideration, as set forth on the Allocation Schedule (evidenced by certificates representing that number of whole shares of Purchaser Common Stock which such holder has a right to receive pursuant to Section 2.3, less such holder’s portion of the Escrow Shares) and (2) a check representing the amount of cash in lieu of fractional shares, if any, that such holder has the right to receive in respect of the Certificate so surrendered shall forthwith pursuant to the provisions of this ARTICLE II, after giving effect to any required withholding Tax. No interest will be canceledpaid or accrued on the cash payable to holders of the Shares. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment a certificate representing the proper number of Purchaser Common Stock, together with a check for the cash to be paid pursuant to this Section 2.5 may be made issued to such a person other than the person in whose name the Certificate so surrendered is registered, transferee if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment transferee shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Purchaser that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate Purchaser or the Exchange Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Purchaser or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any time after provision of state, local or foreign Tax law. To the Effective Time extent that amounts are so withheld by Purchaser or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to represent only the right to receive upon Person in respect of which such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)deduction and withholding was made.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock Shares (other than Company Shares to be canceled in accordance with Section 2.01(b) and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the Shares which are held by stockholders who have demanded and perfected their right to receive the Merger Consideration dissent pursuant to Section 3.12.03 and Articles 5.12 and 5.13 of the Texas Corporation Act and who have not withdrawn or lost such right to dissent) (the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash and the number of Parent Shares into which the Company Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each such Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Surviving Corporation or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the ------------------ Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of ------------ transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration as provided in Section 3.1. Upon surrender of a Certificate for ----------- cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been canceled and become the right to receive pursuant to Section ------- 3.1, and the Certificate so surrendered shall forthwith be canceled. In the --- event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate (other than Certificates ----------- representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.1. No ----------- interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (other than Certificates representing Dissenting Shares)as hereinafter defined) or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executedcompleted and validly executed (or, if such shares of Company Common Stock are held in uncertificated, book-entry form, receipt of an “agent’s message” by the Paying Agent (it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock, provided that the holders of any book-entry shares shall not be required to surrender any Certificates in connection with the procedures set forth in this Article III)), and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of Merger ConsiderationConsideration that such holder has the right to receive pursuant to Section 3.1(a)(iii), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registeredregistered if, if upon presentation to the Paying Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company or Series B Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into transferred to Parent for the right to receive the Merger Exchange Consideration pursuant to Section 3.12.01(a) (the “Certificates”), (i) a letter of transmittal (which shall specify that delivery of the Exchange Consideration shall be effected, and risk of loss and title to the Certificates shall pass, effected only upon delivery of the Certificates to the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Exchange Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash for which the shares of Company Common Stock or Series B Preferred Stock, as the case may be, theretofore represented by such Certificate were transferred pursuant to Section 2.01(a), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or Series B Preferred Stock prior to the Company Preferred Stock, as the case may be, which Effective Time that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, for which the shares of Company Common Stock or Series B Preferred Stock, as the case may be, theretofore represented by such Certificate have been transferred pursuant to Section 2.01(a). No interest (other than Certificates representing Dissenting Shares)shall be paid or accrue on the cash payable upon surrender of any Certificate. If any Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person in whose name the Certificate is registered on the Company’s books, and, if required by Parent, the posting by such person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such Certificate, Parent shall cause the Paying Agent to issue in exchange for such lost, stolen or destroyed Certificate the Exchange Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.6, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code (other than Certificates representing Dissenting Shares)as hereinafter defined) or under any provisions of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction or withholding was made by the Parent or the Paying Agent.

Exchange Procedure. As soon as reasonably practicable after (i) After the Effective Time, the Paying Agent Surviving Entity shall mail cause to be mailed to each holder of record of a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Public Units (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have other such other provisions as Parent Surviving Entity may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentSurviving Entity, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationtherefor, and the Certificate so Paying Agent shall pay pursuant to instructions given by Surviving Entity, the Initial Merger Consideration for each Public Unit formerly evidenced by such Certificate. All Certificates surrendered for payment hereunder shall forthwith thereupon be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.21.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the nontransferable right to receive upon such surrender thereof the Merger ConsiderationConsideration into which the Public Units theretofore represented by such Certificate shall have been converted pursuant to Section 1.01(e) hereof. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate. (ii) Upon the determination of BCLP GP that Residual Consideration is to be paid to former holders of Public Units, without Surviving Entity shall make arrangements to pay Residual Merger Consideration to holders whose Certificates formerly evidencing Public Units previously were surrendered pursuant to Section 1.20(b) (it being understood that any and all interest (other than Certificates representing Dissenting Sharesearned on Residual Consideration funds after such arrangements are made shall be turned over to Surviving Entity).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a form of letter of transmittal (which shall include an accompanying substitute IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specifyspecify and which shall be reasonably acceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation cancelation to the 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, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash equal to the Merger ConsiderationConsideration that such holder has the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock Shares evidenced by certificates (other than Dissenting Shares and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1Excluded Shares), (i) 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 delivery of the Certificates such Shares to the Paying Agent and shall be in a form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates such Shares (or affidavits of loss in lieu thereof) in exchange for the Merger ConsiderationConsideration as provided in Section 3.1. Upon surrender of a Certificate Shares (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor the Merger Considerationamount of cash, without interest, into which such Shares shall have been converted pursuant to Section 3.1, and the Certificate Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which Shares that is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate Shares so surrendered is (or affidavits of loss in lieu thereof) are registered, if such Certificate provided it shall be properly endorsed or otherwise a condition to payment of such Person that with respect to such Shares the letter of transmittal be in proper form for transfer and the person Person requesting such payment shall pay any deliver to the Paying Agent all documents reasonably required to evidence and effect such transfer or other taxes required by reason of the payment and to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate Share (other than Dissenting Shares and Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the amount of cash, without interest, into which the Shares shall have been converted pursuant to Section 3.1. No interest will be paid or will accrue on the cash payable upon the surrender of any Share (or affidavits of loss in lieu thereof). Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent or the Paying Agent. As promptly as practicable after the Effective Time, the Paying Agent will mail to each holder of Shares represented by book-entry on the records of the Company or the Company’s transfer agent, on behalf of the Company, other than Dissenting Shares and Excluded Shares, a check in the amount of the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Consideration with respect to each such Share so held.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, but in any event not later than the fifth Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate shall pass, only upon delivery receipt of the Certificates to Certificate by the Paying Agent and shall be in a such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificate in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and properly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 3.1(a)(i) into the right to receive the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the stock transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Company Common Stock formerly represented by such Certificate have been converted pursuant to Section 3.1(a). No interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on the cash payable upon surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, Alle▇ ▇▇▇tems will instruct the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock Shares (in each case, the "CERTIFICATESCertificates") whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, : (i) 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 Paying Agent and shall will be in a form and have such other provisions as Parent Alle▇ ▇▇▇tems may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAlle▇ ▇▇▇tems, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor the Merger Consideration, and the Certificate so surrendered shall will forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Viasoft Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the CompanyViasoft, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay pays any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish establishes to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without . No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective TimeTime of the Merger, the Paying Agent shall mail to each record holder of record of a certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATESCertificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.13.01, (i) a notice and letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify, including instructions with respect to lost certificates) and advising such holder of the effectiveness of the Merger, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereon, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Exchange Agent shall mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") Certificates whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.12.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent Starwood may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificates, in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent or to such other agent or agents as may be appointed by ParentStarwood, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company Advisor Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the CompanyAdvisor, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment either shall pay any transfer or other taxes required by reason of the such payment being made to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Starwood that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest, into which the shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1 and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d). No interest (other than Certificates representing Dissenting Shareswill be paid or will accrue on the applicable Merger Consideration upon the surrender of any Certificate or on any amount payable pursuant to Section 2.2(d) or Section 2.2(g).

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate Certificate or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section ------- 3.01(c), and the Certificate so surrendered shall forthwith be canceled. In the ------- event of a transfer of ownership of the Company Common Stock or the Company Preferred Stock, as the case may be, which is not registered in the transfer records of the Company, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall (A) pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of such Certificate Certificate, or (B) establish to the satisfaction of the Surviving Corporation that such tax Tax has been paid or is otherwise not applicable. Until surrendered as contemplated by this Section 3.23.02, each ------------ Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 3.01(c). No --------------- interest (other than Certificates representing Dissenting Shares)shall be paid or shall accrue on any Merger Consideration payable upon the surrender of any Certificate.

Exchange Procedure. As soon as reasonably practicable Chateau shall use commercially reasonable efforts to cause the Exchange Agent, no later than the fifth business day after the Effective TimeClosing Date, the Paying Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the REIT Merger Effective Time represented outstanding shares of the Company CWS Common Stock and Company Preferred Stock Shares (in each case, the a "CERTIFICATESCertificate") whose shares were converted into the right to receive the Merger Consideration Cash Amount Per Share pursuant to Section 3.11.11 and 1.13, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent and shall be in a form and have such other provisions as Parent Chateau may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationCash Amount Per Share. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, (i) the holder of such Certificate shall be entitled to receive in exchange therefor therefore the Merger ConsiderationCash Amount Per Share into which each CWS Common Share, theretofore represented by such Certificate shall have been converted pursuant to Section 1.11, (ii) Chateau shall use commercially reasonable efforts to cause the Exchange Agent to mail (or make available for collection by hand if so elected by the surrendering holder) such amount to such holder within five business days after receipt thereof, and (iii) the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company CWS Common Stock or the Company Preferred Stock, as the case may be, Shares which is not registered in the transfer records of the CompanyCWS, payment may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered, registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment either shall pay any transfer or other taxes required by reason of the such payment being made to a person Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Chateau that such tax has or taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.21.15, each Certificate shall be deemed at any time after the REIT Merger Effective Time to represent only the right to receive upon such surrender thereof the Merger ConsiderationCash Amount Per Share, without interest, into which the CWS Common Shares heretofore represented by such Certificate shall have been converted pursuant to Section 1.15. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the Cash Amount Per Share upon the surrender of any Certificate. Chateau or the Exchange Agent, as applicable, shall be entitled, in its sole and absolute discretion, to deduct and withhold from the cash that otherwise is payable pursuant to this Agreement to any holder of CWS Common Shares such amounts as Chateau or the Exchange Agent is required to deduct and withhold with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law. To the extent that amounts are so withheld by Chateau or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the CWS Common Shares in respect of which such deduction and withholding was made by Chateau or the Exchange Agent.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent Surviving Corporation shall mail or caused to be mailed to each holder of record of a certificate or certificates any certificate, which as of immediately prior to the Effective Time represented outstanding shares of the Company ▇▇▇▇▇ Common Stock and Company Preferred Stock (in each case, as of the "CERTIFICATES") whose shares were converted into Effective Time represents the right to receive the Merger Consideration pursuant to Section 3.1(all such certificates, the "Certificates"), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in a form and have such other provisions as Parent may reasonably specifyaddress specified therein) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor from the Merger ConsiderationPaying Agent the amount of cash into which the shares of ▇▇▇▇▇ Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the Company shares of ▇▇▇▇▇ Common Stock or the Company Preferred Stock, as the case may be, which that is not registered in the transfer records of the Company▇▇▇▇▇, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Considerationamount of cash, without interest, into which the shares of ▇▇▇▇▇ Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.01. No interest (other than Certificates representing Dissenting Shares)will be paid or will accrue on the cash payable upon the surrender of any Certificate. In the event any Certificate shall have been lost, stolen or destroyed, upon making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed, the Surviving Corporation will pay in exchange for such lost, stolen or destroyed Certificate, the amount of cash into which the shares of ▇▇▇▇▇ Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01, except that when authorizing such payment, the Board of Directors of the Surviving Corporation, may, in its discretion and as a condition precedent to such payment, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against the Surviving Corporation or the Paying Agent with respect to such Certificate.

Exchange Procedure. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate one or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock and Company more Certificates or Preferred Stock (in each case, the "CERTIFICATES") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, Certificates (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or the Preferred Certificates held by such ▇▇▇▇▇▇ Stockholder shall pass, only upon proper delivery of the Certificates or the Preferred Certificates to the Paying Agent and shall be in a such form and have such other customary provisions as Parent Anadarko may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates and the Preferred Certificates in exchange for the Merger Consideration or the Preferred Merger Consideration, as the case may be. Upon surrender of a Certificate or a Preferred Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by ParentAnadarko, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Preferred Certificates shall be entitled to receive in exchange therefor the Merger Considerationamount of cash into which the shares of ▇▇▇▇▇▇ Common Stock or ▇▇▇▇▇▇ Convertible Preferred Stock, as the case may be, formerly represented by the Certificate or the Preferred Certificate, respectively, shall have been converted pursuant to Section 2.1(b) or (c), respectively, and the Certificate or the Preferred Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of the Company ▇▇▇▇▇▇ Common Stock or the Company ▇▇▇▇▇▇ Convertible Preferred Stock, as the case may be, which that is not registered in the stock transfer records books of ▇▇▇▇▇▇, the Company, payment proper amount of cash may be made paid in exchange therefor to a person other than the person in whose name the Certificate or the Preferred Certificate so surrendered is registered, registered if such Certificate or Preferred Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment to a person other than the registered holder of such the Certificate or the Preferred Certificate, as the case may be, or establish to the satisfaction of Anadarko that the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate No interest shall be deemed at paid or shall accrue on the cash payable upon surrender of any time after the Effective Time to represent only the right to receive upon such surrender thereof the Merger Consideration, without interest (other than Certificates representing Dissenting Shares)Certificate or Preferred Certificate.