Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. (a) As promptly as practicable after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser shall send or cause to be sent to each holder of record of Company Common Shares immediately prior to the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As Subject to Section 3.1(c), promptly as practicable after following the Effective Time, Time (but in no event later than five two (52) business days Business Days following the Closing DateEffective Time), Purchaser Parent shall send or cause instruct the Exchange Agent to be sent mail to each holder of record of Company Common Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock or Warrants (each, a the “HolderCertificates”) (other than Company Common Shares owned directly by Company A) a letter of transmittal substantially in the form attached hereto as Exhibit C (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that ), which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Certificates to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry be in accordance with this Agreement. (b) Purchaser, in customary form reasonably satisfactory to Parent and the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the MergerEquityholders’ Representative, and (iiiB) instructions for use in effecting the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder surrender of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided Certificates in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, exchange for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable or Warrant Payment (as applicable) receivable in respect of such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such Letter of Transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender instructions, the holder of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, receive in exchange therefor the portion of the Merger Consideration or Warrant Payment (ias applicable) which such holder has the amount right to receive in respect of dividends the shares of Company Capital Stock or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares Warrants formerly represented by such Certificate or Book-Entry Shares (and paid the right to receive payments from the General Escrow Account and the Equityholders’ Representative Escrow Account in accordance with the Escrow Agreement and Section 3.3), and the Certificate so surrendered shall forthwith be canceled. Following any receipt of an Excess Payment, the Exchange Agent will deliver to each holder of surrendered Certificates, such holder’s pro rata portion thereof; provided, that if the Exchange Agent receives an Excess Payment prior to receipt of surrendered Certificates, then payment of the portion thereof applicable to such surrender date, and/or (ii) unsurrendered Certificates shall be made at the appropriate same time as payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect balance of the applicable Merger Consideration or Warrant Payment (as applicable) upon surrender thereof. No interest will be paid or accrued on any Merger Consideration or Warrant Payment (as applicable) payable to such Certificate or Book-Entry Shares. (e) holders of Certificates. In the event of a transfer of ownership of a Certificate shares of Company Capital Stock or Book-Entry Shares representing Company Common Shares Warrants that is not registered in the stock transfer records of the Company, the portion of the Merger Consideration or Warrant Payment (including cash as applicable) payable in lieu respect of fractional Purchaser Common Shares) shall such shares of Company Capital Stock or Warrants may be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered transferee if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder shares of Company Common Shares such amounts as the Exchange Agent Capital Stock or Purchaser, as the case may be, Warrants is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall accompanied by any documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.1, each Certificate shall, subject to Section 3.2, be cancelled and exchanged for deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration and any cash or Warrant Payment (as applicable) payable in lieu respect of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures such Certificate as set forth in this Article IISection 2.6. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly soon as practicable after following the Effective Time, but in no event later than five (5) business days following Business Days thereafter, the Closing Date, Purchaser Surviving Entity shall send cause the Exchange Agent to mail or cause to be sent deliver to each holder of record of Company Common Shares person who was, immediately prior to the Effective Time (eachTime, a “Holder”) holder of record of CAC Common Stock a form of letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares which shall be in customary form and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares Old Certificates shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) certificates to the Exchange Agent) containing instructions for use in effecting the surrender of Old Certificates in exchange for the consideration to which such person may be entitled pursuant to this Article III. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as Upon surrender to the Exchange Agent may impose to effect of an orderly exchange thereof Old Certificate for cancellation together with such letter of transmittal duly executed and completed in accordance with normal exchange practices and the instructions thereto, the holder of such Old Certificate shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4exchange therefor, but in no event later than five (5) Business Days after due surrender, a New Certificate. Until so surrendered, each such Certificate No interest will accrue or Book-Entry Shares shall represent, for all purposes, only the right be paid with respect to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares or other property to be issued or paid in consideration therefor delivered upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder Old Certificates. Each of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer CEC and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) Surviving Entity shall be entitled to deduct and withhold withhold, or cause the Exchange Agent to deduct and withhold, from any amounts the consideration otherwise payable pursuant to this Agreement to any holder of Company CAC Common Shares Stock such amounts as the Exchange Agent or Purchaser, as the case it may be, is be required to deduct and withhold with respect to the making of such payment under the Code, Code or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the that amounts are so withheld by CEC, the Surviving Entity or the Exchange Agent or PurchaserAgent, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder holders of Company CAC Common Shares Stock in respect of whom such which the deduction and withholding was made by CEC, the Surviving Entity or the Exchange Agent or PurchaserAgent, as the case may be. (f) After the Effective Time, there and such amounts shall be no transfers on delivered by CEC, the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates Surviving Entity or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for as the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time case may be paid to Purchaser. In such eventbe, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawstaxing authority. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable Promptly after the Effective Time, but in no event later than five (5) business days following Parent shall cause the Closing Date, Purchaser shall send or cause Exchange Agent to be sent mail to each holder of record of Certificates or Book Entry Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.6 (A) a letter of transmittal and instructions, the form and substance of which shall be substantially as reasonably agreed to by the Company Common Shares immediately and Parent and prepared prior to the Effective Time Closing (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that ), which shall specify that delivery shall be effected, and risk of loss and title with respect to Certificate(s) the Certificates or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares the Certificates (or affidavits of loss in lieu of such Certificatesthereof) or Book-Entry Shares to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iiiB) instructions for effecting the method surrender of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) such Certificates or Book-Entry Shares, will be entitled to receive such Holder’s portion of as applicable, in exchange for the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such . (b) Upon surrender of a Certificate or Book-Entry Shares shall representShare to the Exchange Agent together with such Letter of Transmittal, for all purposes, only duly executed and completed in accordance with the right to receive, without interestinstructions thereto, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender holder of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof Share shall be entitled to receive, without interest, (i) receive promptly in exchange therefor the amount Merger Consideration for each share of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares Stock formerly represented by such Certificate or Book-Entry Shares Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after Share shall then be canceled. (c) No interest will be paid or will accrue for the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance benefit of holders of the Purchaser Common Shares issuable with respect to such Certificate Certificates on the Merger Consideration payable upon the surrender of the Certificates or Book-Entry Shares. (e) . In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that Stock which is not registered in the stock transfer records of the Company, payment of the Merger Consideration (including cash in lieu of fractional Purchaser may be made with respect to such Common Shares) shall be issued or paid in exchange therefor Stock to such a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered transferee if the Certificate or Book-Entry Shares formerly representing such Company shares of Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or Stock is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled accompanied by all documents required to evidence and exchanged for the Merger Consideration effect such transfer and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund evidence that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to all applicable abandoned property, escheat or similar Laws. (h) In the event any Certificate shall stock transfer taxes have been lost, stolen paid or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article IIare not applicable.

Exchange Procedures. (ai) As promptly as practicable Promptly after the Effective Time, but in no event later than five Newco shall cause its transfer agent and registrar, American Stock Transfer & Trust Company, acting as the exchange agent (5) business days following the Closing Date"Exchange Agent"), Purchaser shall send or cause to be sent to each holder of record of Company Common Shares immediately prior mail to the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) former shareholders of JWCFS appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and the risk of loss and title to Certificate(s) or evidence the certificates theretofore representing shares of Book-Entry Shares JWCFS Common Stock shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) certificates to the Exchange Agent) advising such holder of the effectiveness of the Share Exchange and the procedure for surrendering to the Exchange Agent (who may appoint forwarding agents with the approval of Newco) such certificates for exchange into certificates evidencing Newco Common Stock. Each holder of certificates theretofore evidencing shares of JWCFS Common Stock, upon proper surrender thereof to the Exchange Agent together and in accordance with such transmittal form, shall be entitled promptly to receive in exchange therefor certificates evidencing Newco Common Stock deliverable in respect of the shares of JWCFS Common Stock evidenced by the certificates so surrendered, together with all undelivered dividends and distributions in respect of such shares (without interest thereon) pursuant to Section 2.7(b). Newco shall not be obligated to deliver the consideration to which any former holder of JWCFS Common Stock is entitled as a result of the Share Exchange until such holder surrenders such holder's certificate or certificates representing the shares of JWCFS Common Stock for exchange as provided in this Section 2.7(a). The Exchange Agent certificate or certificates of JWCFS Common Stock so surrendered shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions be duly endorsed as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms require. Any other provision of this AgreementAgreement notwithstanding, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of neither Newco nor the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former a holder of Company JWCFS Common Shares Stock for any amount amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Lawsproperty law. (hii) In Promptly after the event any Certificate Effective Time, Newco shall have been lostdeliver, 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 the posting by such Person of a bond in such amount as cause the Exchange Agent may determine is reasonably necessary as indemnity against to promptly deliver to, each of the Genesis Members certificates evidencing Newco Common Stock (and cash in lieu of any claim that may be made against it with respect fractional share) deliverable to such Certificate Genesis Member pursuant to Section 2.4, if there has -- been delivered to Newco the certificates representing (provided, that or other instruments or evidence of ownership of) all Genesis Membership Interests of such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five Genesis Member (properly endorsed for transfer to (or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article IIotherwise legally sufficient to convey ownership thereof) to Newco.

Exchange Procedures. (a) As promptly soon as reasonably practicable after the Effective Time, but in no event later than five (5) business days following HQ Surviving Corporation will instruct the Closing Date, Purchaser shall send or cause Exchange Agent to be sent mail to each holder of record of Company Common Shares a certificate or certificates which immediately prior to the Effective Time (each, a “Holder”) evidenced outstanding shares of VANTAS Common Stock (other than Company Common Shares owned directly by Company shares to be canceled pursuant to Section 1(g)(ii)) (other than Trust Account Shares and DPC Sharesthe "Certificate"), (1) or Purchaser) appropriate and customary a form letter of transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Certificates to the Exchange AgentAgent and shall be in such form and have such other provisions as the HQ Surviving Corporation may reasonably specify) and (2) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Exchange Agent shall accept each such Upon surrender of a Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as for cancellation to the Exchange Agent or to such other agent or agents as may impose to effect an orderly exchange thereof in accordance be appointed by the HQ Surviving Corporation, together with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchasera letter of transmittal, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Mergerduly executed, and such other customary documents as may be required pursuant to such instructions (iii) collectively, the method "Common Stock Transmittal Documents"), the holder of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable such Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will shall be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion exchange therefor its proportionate share of the Merger Consideration allocable to such Certificate or Book-Entry Shares payable pursuant to Section 1.4 and any cash in lieu 1(g)(i) for each share of fractional Purchaser VANTAS Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance withStock, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares formerly represented by such Certificate, without any interest thereon, less any required withholding of Taxes, and the Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) so surrendered shall thereupon be canceled. In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company shares of VANTAS Common Shares that Stock, which is not registered in the stock transfer records of CompanyVANTAS, the Merger Consideration (including cash in lieu of fractional Purchaser Common Sharespayable pursuant to Section 1(g)(i) shall may be issued or and paid in exchange therefor accordance with this Section 3 to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered transferee of such shares if the Certificate or Book-Entry Shares formerly representing evidencing such Company shares of VANTAS Common Shares shall be Stock is presented to the Exchange Agent and is properly endorsed or otherwise be in proper form for transfer transfer. The signature on the Certificate or any related stock power must be properly guaranteed and the Person person requesting such payment or issuance shall of the Merger Consideration must either pay any transfer or other similar Taxes taxes required by reason of the payment or issuance to a Person person other than the registered holder of the Certificate or Book-Entry Shares, so surrendered or establish to the reasonable satisfaction of Purchaser HQ Surviving Corporation that the Tax such tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall Merger Consideration will be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld delivered by the Exchange Agent or Purchaseras promptly as practicable following surrender of a Certificate and the related Common Stock Transmittal Documents. In no event will interest be payable on the Merger Consideration. Until surrendered in accordance with this Section 3, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts each Certificate shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to deemed at any time after the Effective Time other than to settle transfers of Company Common Shares that occurred prior evidence only the right to the Effective Time. Ifreceive, after the Effective Timeupon such surrender, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and for each share of VANTAS Common Stock formerly represented by such Certificate. The Exchange Fund shall not be used for any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures purpose other than as set forth in this Article II. (g) Section 3. Any portion interest, dividends or other income earned on the investment of cash held in the Exchange Fund that remains unclaimed by shall be for the Holders as account of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the HQ Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsCorporation. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as reasonably practicable after following the Effective Time, Time (but in no event later than five ten (510) business days Business Days following the Closing DateEffective Time), Purchaser Parent shall send or cause the Paying Agent to be sent mail to each holder of record of Company Common Shares a certificate or certificates which immediately prior to the Effective Time (each, a “Holder”) (other than represented outstanding shares of Company Common Shares owned directly by Company Stock (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter Certificates”, it being understood that any references herein to “Certificates” shall be deemed to include references to book-entry account statements relating to the ownership of Transmittal”shares of Company Common Stock) that and whose shares of Company Common Stock have been converted into the right to receive Merger Consideration pursuant to Section 4.1 (i) a letter of transmittal in customary form and with such other provisions as Parent may determine (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Certificates to the Exchange Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. The Exchange Upon surrender of a Certificate for cancellation to the Paying Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance together with such reasonable terms letter of transmittal, properly completed and conditions duly executed, and such other documents as the Exchange Agent may impose be reasonably required pursuant to effect an orderly exchange thereof such instructions (or, if such shares are held in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaseror other uncertificated form, in upon the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity entry through a book-entry transfer agent of the Letters surrender of Transmittal and compliance by any Holder with such shares on a book-entry account statement), the procedures set forth therein and herein, (ii) the issuance and delivery holder of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable such Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will shall be entitled to receive such Holder’s portion of in exchange therefor the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each Consideration which such Certificate or Book-Entry Shares shall represent, for all purposes, only holder has the right to receive, without interest, the portion receive in respect of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu shares of fractional Purchaser Company Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or Book-Entry Shares and paid prior accrued on any Merger Consideration payable to such surrender date, and/or (ii) at the appropriate payment date, the amount holders of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) Certificates. In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing shares of Company Common Shares that Stock which is not registered in the stock transfer records of the Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall may be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered transferee if the Certificate or Book-Entry Shares formerly representing such shares of Company Common Shares Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 4.2, each Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay deemed at any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of time after the Effective Time and (y) to represent only the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled right to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares receive upon such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for surrender the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares or the right to demand to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion “fair value” of the Exchange Fund that remains unclaimed shares represented thereby as contemplated by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsSection 4.3. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable and in any event within two (2) Business Days after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser Paying Agent shall send or cause to be sent mail to each holder of record of Company Common Shares a Certificate or Certificates that, immediately prior to the Effective Time Time, represented outstanding Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 2.04 (each, i) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the a “Letter of Transmittal”) that (A) shall specify that delivery shall be effected, effected and risk of loss and title to Certificate(sthe Certificates shall pass only upon proper delivery of the Certificates to the Paying Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.06) and (B) shall be in such form and have such other provisions as the Surviving Corporation may specify, subject to the Company’s reasonable approval (to be sought prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (b) Upon surrender of a Certificate for cancellation to the Paying Agent, together with a Letter of Transmittal, duly completed and executed, and any other documents reasonably required by the Paying Agent or evidence the Surviving Corporation, (i) the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to Section 2.04 and (ii) the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.02, each such Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. (c) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall passnot be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, only upon delivery each holder of Certificate(s) record of one or evidence of more Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry whose Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have were converted into the right to make all determinations, consistent with receive the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in shall automatically upon the MergerEffective Time (or, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive at any later time at which such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right be so converted) be entitled to receive, without interestand Parent shall cause the Paying Agent to pay and deliver as promptly as practicable and in any event within three (3) Business Days after the Effective Time, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled to receive pursuant to, to this Article IIIII. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of the Company, the appropriate amount of the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall may be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered transferee if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be is presented to the Paying Agent properly endorsed or accompanied by appropriate stock powers and otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes accompanied by all documents reasonably required by reason of the payment or issuance Paying Agent to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish evidence and effect such transfer and to the reasonable satisfaction of Purchaser evidence that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event any Certificate shall Taxes 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article IIpaid.

Exchange Procedures. (a) As promptly as practicable and in any event within two (2) Business Days after the First Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser Exchange Agent shall send or cause to be sent mail to each holder of record of Company Common Shares a Certificate or Certificates that, immediately prior to the First Effective Time Time, represented outstanding Shares subsequently converted into the right to receive the Merger Consideration, as set forth in Section 2.04 (each, i) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the a “Letter of Transmittal”) that (A) shall specify that delivery shall be effected, effected and risk of loss and title to Certificate(sthe Certificates shall pass only upon proper delivery of the Certificates to the Exchange Agent (or an affidavit of loss in lieu thereof, together with any bond or indemnity agreement, as contemplated by Section 3.06) and (B) shall be in such form and have such other provisions as the Surviving Company may specify, subject to the Company’s reasonable approval (to be sought prior to the First Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the applicable Merger Consideration. (b) Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a Letter of Transmittal, duly completed and executed, and any other documents reasonably required by the Exchange Agent or evidence the Surviving Company, (i) the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to Section 2.04 and (ii) the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the Merger Consideration payable upon surrender of the Certificates. Until surrendered as contemplated by this Section 3.02, each such Certificate shall be deemed at any time after the First Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. (c) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall passnot be required to deliver a Certificate or an executed Letter of Transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, only upon delivery each holder of Certificate(s) record of one or evidence of more Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry whose Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have were converted into the right to make all determinations, consistent with receive the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in shall automatically upon the MergerFirst Effective Time (or, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive at any later time at which such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right be so converted) be entitled to receive, without interestand Parent shall cause the Exchange Agent to pay and deliver as promptly as practicable and in any event within three (3) Business Days after the First Effective Time, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled to receive pursuant to, to this Article IIIII. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of the Company, the appropriate amount of the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall may be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered transferee if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be is presented to the Exchange Agent properly endorsed or accompanied by appropriate stock powers and otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes accompanied by all documents reasonably required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, to evidence and paid over effect such transfer and to evidence that any applicable Taxes have been paid. (e) Notwithstanding anything to the appropriate Governmental Entitycontrary contained in this Agreement, such withheld amounts no fractional shares of Parent Common Stock shall be treated issued in connection with the First Merger and no dividends or other distributions with respect to Parent Common Stock shall be payable on or with respect to any fractional share and no such fractional share will entitle the owner thereof to vote or to any rights of a shareholder of Parent. As promptly as practicable after the First Effective Time, the Exchange Agent, acting as agent for the holders of Shares who would otherwise have been entitled to a fraction of a share of Parent Common Stock, shall aggregate all purposes fractional shares of this Agreement as having been paid Parent Common Stock that would otherwise be issued pursuant to Section 2.04 and cause them to be sold on the New York Stock Exchange at then-prevailing prices and, in lieu of the issuance of any such fractional share, any holder of Company Shares who would otherwise have been entitled to a fraction of a share of Parent Common Shares Stock shall have the right to receive an amount equal such holder’s proportionate interest in respect of whom such deduction and withholding was made the net proceeds from the sale by the Exchange Agent or Purchaserof shares of such Parent Common Stock, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior rounded to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each casenearest ▇▇▇▇▇, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawsinterest. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (ai) As promptly as practicable Promptly after the Effective Time, Time (but in any event no event later than five the third (53rd) business days day following the Closing DateEffective Time), Purchaser shall send or cause Parent will instruct the Paying Agent to be sent mail to each record holder of record shares of Company Common Shares immediately Stock as of the Effective Time (A) a letter of transmittal (which will be in a form agreed to by Parent and the Company prior to the Effective Time (eachand which will specify that, a “Holder”) (other than in respect of certificated shares of Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectivelyStock, the “Letter of Transmittal”) that shall specify that delivery shall will be effected, and risk of loss and title to Certificate(sthe Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent) (the “Letter of Transmittal”) and (B) instructions (in a form agreed to by Parent and the Company prior to the Effective Time) for use in effecting the surrender of the Certificates or evidence transfer of the Book-Entry Shares to the Paying Agent in exchange for the Per Share Merger Consideration that such holder has the right to receive. (ii) Promptly after the Effective Time, upon (x) surrender of Certificates, if any, for cancellation to the Paying Agent, together with such letters of transmittal, properly completed and duly executed, or (y) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares shall passand, only upon delivery of Certificate(s) or evidence in each such case, such other documents (including in respect of Book-Entry Shares (or affidavits Shares) as may be reasonably required by the Paying Agent, each holder who held shares of loss in lieu of such Certificates) Company Common Stock immediately prior to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, Effective Time will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) upon surrender of the amount Certificates or transfer of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment datetherefor, the amount Per Share Merger Consideration that such holder has the right to receive pursuant to Section 2.1(a) (after taking into account all shares of dividends or other distributions payable with respect to the whole number of Purchaser Company Common Shares represented Stock then held by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) holder). In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing shares of Company Common Shares Stock that is not registered in the stock transfer records of the Company, the Per Share Merger Consideration (including cash payable in lieu respect of fractional Purchaser such shares of Company Common Shares) shall Stock may be issued or paid in exchange therefor to a Person other than the Person in whose name transferee, if the Certificate representing such shares of Company Common Stock or evidence of ownership of the Book-Entry Shares so surrendered is registered if presented to the Certificate or Paying Agent, and in the case of both certificated and Book-Entry Shares formerly representing such of Company Common Shares shall be properly endorsed or otherwise be in proper form for Stock, accompanied by all documents reasonably required to evidence and effect such transfer and the Person person requesting such payment or issuance shall exchange will pay to the Paying Agent in advance any transfer or other similar Taxes required by reason of the payment or issuance to a Person delivery of the Per Share Merger Consideration, in any name other than that of the registered record holder of such shares of Company Common Stock, or will establish to the satisfaction of the Paying Agent that such Taxes have been paid or are not payable. Until such required documentation has been delivered and Certificates, if any, have been surrendered or “agent’s message” has been delivered to Paying Agent, as contemplated by this Section 2.4, each Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of Share will be deemed at any time after the Effective Time to represent only the right to receive upon such delivery and (y) the expiration surrender or termination evidence of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as transfer in the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Per Share Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable payable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsStock. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly soon as reasonably practicable after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser Exchange Agent shall send or cause to be sent mail to each holder of record of a Company Common Shares immediately prior to the Effective Time Certificate a form of letter of transmittal (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Company Certificates shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Company Certificates to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms ) and conditions as instructions for use in effecting the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity surrender of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of Company Certificates in exchange for certificates representing Merger Consideration for Company the shares of Parent Common Shares converted in the Merger, Stock and (iii) the method of payment of cash in lieu of fractional Purchaser shares of Parent Common Shares where Stock, if any, into which the Holder shares of Company Common Stock represented by such Company Certificate or Company Certificates shall have been converted pursuant to this Agreement. Upon proper surrender of a Company Certificate for exchange and cancellation to the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned Exchange Agent, together with a properly completed Letter letter of Transmittaltransmittal, accompanied by duly executed, the Holder’s Certificate(s) or Book-Entry Shares, will holder of such Company Certificate shall be entitled to receive in exchange therefor a certificate representing that number of shares of Parent Common Stock (if any) to which such Holder’s portion former holder of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares Company Common Stock shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares have become entitled pursuant to Section 1.4 and any the provisions of this Article III, a check representing the amount of cash (if any) payable in lieu of fractional Purchaser shares of Parent Common Shares Stock which such former holder has the right to be issued or paid receive in consideration therefor upon surrender respect of such the Company Certificate or Book-Entry Shares in accordance withsurrendered pursuant to the provisions of this Article III, and any dividends or other distributions to which such holder is shall have become entitled pursuant toto Section 3.6(b), this Article IIand the Company Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the cash payable in lieu of fractional shares. (db) No dividends or other distributions with respect to Purchaser Parent Common Shares Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the holder thereof shall surrender of such Company Certificate or Book-Entry Shares occurs in accordance with this Article IIIII. Subject to After the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such a Company Certificate or Book-Entry Shares in accordance with this Article IIIII, the record holder thereof shall be entitled to receive, without interest, (i) the amount of receive any such dividends or other distributions distributions, without any interest thereon, with a record date after the Effective Time and which theretofore had become payable with respect to the whole number shares of Purchaser Parent Common Shares Stock represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry SharesCompany Certificate. (ec) In If any certificate representing shares of Parent Common Stock is to be issued in the event name of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of the issuance thereof that the Company Certificate so surrendered shall be properly endorsed (or Book-Entry Sharesaccompanied 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 applicable stock transfer or other Taxes or shall establish to the reasonable satisfaction of Purchaser the Exchange Agent that the Tax has such Taxes have been paid or is are not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may bepayable. (fd) After At and after the Effective Time, there shall be no transfers on the share stock transfer books of the Company of the shares of Company Common Shares Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Company Certificates or Book-Entry Shares representing such Company Common Shares shares are presented for transfer to Parent, the Surviving Company or the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth as provided in this Article IIIII. (ge) Any portion of the Exchange Fund that remains unclaimed by the Holders as shareholders of the one-year anniversary of Company for twelve months after the Effective Time may shall be paid paid, at the request of Parent, to PurchaserParent. In such event, any Holder Any shareholders of the Company who has have not theretofore complied with this Article II III shall thereafter look only to Purchaser with respect to Parent for payment of the Merger Consideration, any cash in lieu of any fractional shares, Consideration and any unpaid dividends and distributions on the Purchaser Parent Common Shares Stock deliverable in respect of each share of Company Common Share Stock held by such Holder shareholder at the Effective Time as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding anything to the foregoingcontrary contained herein, none of PurchaserParent, the Surviving Company, the Exchange Agent or any other Person person shall be liable to any former holder of shares of Company Common Shares Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawslaws. (hf) In the event any Company Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Company Certificate to be lost, stolen or destroyed and and, if required by Parent, the posting by such Person person of a bond in such amount as the Exchange Agent Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares)Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Company Certificate the Merger Consideration deliverable in respect thereof in accordance pursuant to this Agreement. (g) Parent or the Exchange Agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Parent or the Exchange Agent are required to deduct and withhold with respect to the terms making of such payment under the Code, or any applicable provision of any other U.S. federal, state, local or non-U.S. tax Law. To the extent that such amounts are properly withheld by Parent or the Exchange Agent, such withheld amounts will be treated for all purposes of this Agreement, including requirements Agreement as having been paid to the holder of this Article IICompany Common Stock in respect of whom such deduction and withholding were made by Parent or the Exchange Agent.

Exchange Procedures. (ai) Not more than 90 days nor fewer than 30 days prior to the Closing Date, the Exchange Agent will mail a form of election (the "Form of Election") to holders of record of shares of SCANA Common Stock and to the holders of record of shares of PSNC Common Stock (as of a record date as close as practicable to the date of mailing and mutually agreed to by PSNC and SCANA). In addition, the Exchange Agent will use its best efforts to make the Form of Election available to the persons (as defined in Section 2.3(f)) who become shareholders of SCANA or PSNC during the period between such record date and the Closing Date. Any election to receive SCANA Merger Consideration contemplated by Section 2.1(e) or PSNC Cash Consideration contemplated by Section 2.2(d) will have been properly made only if the Exchange Agent shall have received at its designated office or offices, by 5:00 p.m., New York City time, on the fifth business day immediately preceding the Closing Date (the "Election Deadline"), a Form of Election properly completed and accompanied by a SCANA Certificate or a PSNC Certificate, as the case may be (together or as applicable, "Certificate(s)") for the shares to which such Form of Election relates, duly endorsed in blank or otherwise acceptable for transfer on the books of SCANA or PSNC, as the case may be (or an appropriate guarantee of delivery), as set forth in such Form of Election. An election may be revoked only by written notice received by the Exchange Agent prior to 5:00 p.m., New York City time, on the Election Deadline. In addition, all elections shall automatically be revoked if the Exchange Agent is notified in writing by SCANA and PSNC that either of the Mergers has been abandoned. If an election is so revoked, the Certificate(s) (or guarantee of delivery, as appropriate) to which such election relates will be promptly returned to the person submitting the same to the Exchange Agent. SCANA shall have the discretion, which it may delegate in whole or in part to the Exchange Agent, to determine whether Forms of Election have been properly completed, signed and submitted or revoked pursuant to this Article II, and to disregard immaterial defects in Forms of Election. The decision of SCANA (or the Exchange Agent) in such matters shall be conclusive and binding (ii) As promptly soon as reasonably practicable after the Effective Time of the First Merger, with respect to the First Merger, and after the Effective Time of the Second Merger, with respect to the Second Merger (together or as applicable, the "Effective Time"), but in no event later than five (5) business days following the Closing Date, Purchaser shall send or cause to be sent Exchange Agent will mail to each holder of record of Company a Certificate, whose shares of SCANA Common Shares immediately prior to the Effective Time (each, a “Holder”) (other than Company Stock or PSNC Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials Stock (collectively, the “Letter "Shares") were converted into the right to receive SCANA Merger Consideration or PSNC Merger Consideration (together, the "Merger Consideration") and who failed to return a properly completed Form of Transmittal”Election, (i) that shall a letter of transmittal (which will specify that delivery shall will be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall the Certificates will pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Certificates to the Exchange Agent. The Exchange Agent shall accept each and will be in such form and have such other provisions as SCANA and PSNC may specify consistent with this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. (iii) At the Effective Time, with respect to properly made elections in accordance with Section 2.3(b)(i), and upon surrender in accordance with Section 2.3(b)(ii) of a Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as cancellation to the Exchange Agent or to such other agent or agents as may impose to effect an orderly exchange thereof in accordance be appointed by SCANA and PSNC, together with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchasersuch letter of transmittal, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Mergerduly executed, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied such other documents as may reasonably be required by the Holder’s Certificate(s) or Book-Entry SharesExchange Agent, the holder of such Certificate will be entitled to receive such Holder’s portion of in exchange therefor the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each Consideration that such Certificate or Book-Entry Shares shall represent, for all purposes, only holder has the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares receive pursuant to Section 1.4 and any cash in lieu the provisions of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, and the record holder thereof shall Certificate so surrendered will forthwith be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) canceled. In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is are not registered in the stock transfer records of CompanySCANA or PSNC, as the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall case may be, payment may be issued or paid in exchange therefor to a Person person other than the Person person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the such Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be is properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment or issuance shall pay pays any transfer or other similar Taxes taxes required by reason of the such payment or issuance to a Person person other than the registered holder of the such Certificate or Book-Entry Shares, or establish establishes to the reasonable satisfaction of Purchaser SCANA and PSNC that the Tax such tax has been paid or is not applicable. The Exchange Agent (orUntil surrendered as contemplated by this Section 2.3, subsequent to the earlier of (x) the one-year anniversary of each Certificate will be deemed at any time after the Effective Time and (y) to represent only the expiration or termination of right to receive upon such surrender the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Merger Consideration that the holder of Company Common Shares thereof has the right to receive in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior Certificate pursuant to the Effective Time other than to settle transfers provisions of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may . No interest will be paid or will accrue on any cash payable to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect holders of Certificates pursuant to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements provisions of this Article II.

Exchange Procedures. The Surviving Corporation shall cause the Paying Agent, as soon as reasonably practicable after the Effective Time, to mail to each registered holder of Company Shares immediately prior to the Effective Time (ai) As a letter of transmittal in customary form and containing such other provisions as Parent reasonably may require (a "Letter of Transmittal") and (ii) instructions for surrendering the stock certificate or certificates representing the holder's Company Shares (each a "Company Stock Certificate") in exchange for the Merger Consideration payable in respect of the holder's certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares which were converted into the right to receive the Merger Consideration. The Proxy Statement shall provide that, in lieu of delivery following the Effective Time as aforesaid, and commencing on the tenth (10th) calendar day prior to the date of the Stockholders Meeting, the Letter of Transmittal and instructions for use will be promptly delivered by the Paying Agent to each prior holder of Company Shares from whom the Paying Agent receives a written request therefor prior to the date of the Stockholders Meeting, and that each such prior holder of Company Shares shall be entitled thereafter to surrender its Company Stock Certificate in accordance with the procedures described herein, in the Letter of Transmittal and in the accompanying instructions, and Parent shall cause the Paying Agent to comply with the foregoing. Upon surrender of a Company Stock Certificate to the Paying Agent for cancellation, together with a Letter of Transmittal duly executed and completed in accordance with its instructions and such other documents as the Paying Agent reasonably may require, the Paying Agent shall pay to the holder of the surrendered certificate, as promptly as practicable after the Effective Time, but the Merger Consideration payable in no event later than five (5) business days following respect of the Closing DateCompany Shares represented by the certificate, Purchaser and the Company Stock Certificate so surrendered shall send or cause to be sent to each holder of record of Company Common Shares immediately prior to the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “canceled. The Letter of Transmittal”) Transmittal shall provide that shall specify that delivery shall be effectedsuch payment shall, at the holder's election and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to wire transfer instructions, be by wire transfer at the Exchange AgentCompany's expense for payments exceeding $1,000,000. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by If any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry payable in respect of any Company Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares is to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of those shares, it shall be a condition to making such payment that the Company Stock Certificate representing those shares is surrendered properly endorsed or Book-Entry Shares, otherwise in proper form for transfer and that the Person requesting such payment shall (i) pay any transfer or other Taxes required as a result of payment to a Person other than the registered holder or (ii) establish to the reasonable satisfaction of Purchaser the Paying Agent that the such Tax has been paid or is not applicablepayable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of At and after the Effective Time and until surrendered as contemplated by this Section 2.5(b), each Company Stock Certificate (y) the expiration other than Company Stock Certificates representing Dissenting Shares or termination shares of the Exchange Agent Agreement, PurchaserCompany Common Stock or Company Preferred Stock held in treasury to be canceled pursuant to Section 2.4(d) shall be entitled deemed to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated represent for all purposes of this Agreement as having been paid only the right to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for receive the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article IIpayable upon such surrender. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As Prior to the Closing, Acquiror shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Aggregate Merger Consideration to the Company Stockholders. At or before the Effective Time, Acquiror shall deposit with the Exchange Agent the number of shares of Acquiror Common Stock to be paid as Aggregate Merger Consideration pursuant to Section 3.1(c). (b) Reasonably promptly as practicable after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser Acquiror shall send or shall cause the Exchange Agent to be sent send, to each record holder of record shares of Company Common Shares Stock as of immediately prior to the Effective Time (eachwhose shares of Company Common Stock were converted pursuant to Section 3.1(a) into the right to receive a portion of the Aggregate Merger Consideration, a “Holder”) letter of transmittal and instructions (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that the delivery shall be effected, and the risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery proper transfer of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) each share to the Exchange Agent. The , and which letter of transmittal will be in customary form and have such other provisions as Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”). (c) Each holder of shares of Company Common Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration pursuant to Section 3.1(a) shall be entitled to receive such portion of the Aggregate Merger Consideration, upon receipt of an “agent’s message” by the Exchange Agent shall accept each (or such Certificate or evidence other evidence, if any, of Book-Entry Shares upon compliance with such reasonable terms and conditions transfer as the Exchange Agent may impose to effect an orderly exchange thereof in accordance reasonably request), together with normal exchange practices a duly completed and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters validly executed Letter of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied such other documents as may reasonably be requested by the Holder’s Certificate(s) Exchange Agent. No interest shall be paid or Book-Entry Shares, will be entitled to receive such Holder’s portion accrued upon the transfer of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIshare. (d) No dividends or other distributions with respect Promptly following the date that is one (1) year after the Effective Time, Acquiror shall instruct the Exchange Agent to Purchaser Common Shares deliver to Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Merger Consideration that remains unclaimed shall be paid returned to Acquiror, and any Person that was a holder of shares of Company Common Stock as of immediately prior to the holder Effective Time that has not exchanged such shares of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Company Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs Stock in accordance with this Article II. Subject Section 3.2 prior to the effect date that is one (1) year after the Effective Time may transfer such shares of Company Common Stock to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the Aggregate Merger Consideration without any interest thereupon. None of Acquiror, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any of the Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws, following surrender of . If any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shares shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid not have been transferred immediately prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from on which any amounts otherwise payable pursuant to this Agreement Article III would otherwise escheat to or become the property of any holder of Company Common Shares Governmental Authority, any such amounts as shall, to the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax extent permitted by applicable Law, with respect to become the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company property of the Company Common Shares that were issued Surviving Corporation, free and outstanding immediately prior to the Effective Time other than to settle transfers clear of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates all claims or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu interest of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawspreviously entitled thereto. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly soon as reasonably practicable after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser Surviving Corporation shall send or cause the Exchange Agent to be sent mail to each holder of record of Company Common Shares (i) a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (eachthe "CERTIFICATES"), (ii) a “Holder”grant letter, option agreement, or other document representing a Converted Option (an "OPTION DOCUMENT"), and (iii) a certificate, agreement, or other document representing a Company Warrant (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectivelya "WARRANT CERTIFICATE"), the “Letter following: (A) a letter of Transmittal”) that transmittal which shall specify that delivery shall be effectedeffective, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates, Option Documents, and Warrant Certificates shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such the Certificates) , Option Documents, and Warrant Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as Parent may reasonably specify; and (B) instructions for effecting the surrender of such Certificates, Option Documents, and Warrant Certificates in exchange for the applicable Merger Consideration. The Exchange Agent shall accept each such Upon surrender of a Certificate, Option Document, or Warrant Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as to the Exchange Agent may impose to effect an orderly exchange thereof together with such letter of transmittal, duly executed and completed in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Mergerinstructions thereto, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied such other documents as may reasonably be required by the Holder’s Certificate(s) Exchange Agent, the holder of such Certificate, Option Document, or Book-Entry Shares, will Warrant Certificate shall be entitled to receive such Holder’s portion of in exchange therefor the applicable Merger ConsiderationConsideration and the Certificate, determined as provided in Section 1.4Option Document, or Warrant Certificate so surrendered shall be cancelled. Until so surrendered, each such Certificate No interest will be paid or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of will accrue on the Merger Consideration allocable payable to such Certificate holders of Certificates, Option Documents, or Book-Entry Shares Warrant Certificates pursuant to Section 1.4 and any cash in lieu the provisions of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article IIIII. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership surrender of a Certificate representing Shares or Book-Entry Shares a Warrant Certificate representing Company Common Shares that is Warrants which are not registered in the stock transfer records of Companythe Company under the name of the person surrendering such Certificate or Warrant Certificate, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall payment may be issued or paid in exchange therefor made to a Person person other than the Person person in whose name the Certificate or Book-Entry Shares Warrant Certificate so surrendered is registered if the such Certificate or Book-Entry Shares formerly representing such Company Common Shares Warrant Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person person other than the registered holder of the such Certificate or Book-Entry Shares, Warrant Certificate or establish to the reasonable satisfaction of Purchaser the Exchange Agent that the such Tax has been paid or is not applicable. The Exchange Agent (orUntil surrendered as contemplated by this Section 3.4, subsequent to the earlier of (x) the one-year anniversary of each Certificate, Option Document, and Warrant Certificate shall be deemed at any time after the Effective Time and (y) to represent only the expiration or termination of right to receive upon such surrender the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to Merger Consideration which the holder of Company Common Shares thereof has the right to receive in respect of whom such deduction and withholding was made by the Exchange Agent Certificate, Option Document, or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior Warrant Certificate pursuant to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements provisions of this Article IIIII.

Exchange Procedures. (a) As promptly as practicable after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser and in any event within five calendar days of the Merger Effective Date, an Exchange Agent designated by Niagara Bancorp shall send or cause to be sent mail to each holder of record of Company Common Shares immediately prior an outstanding share Certificate or Certificates a Letter of Transmittal containing instructions for the surrender of the Certificate or Certificates held by such holder for payment therefor. Upon surrender of the Certificate or Certificates to the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, Exchange Agent in accordance with the “instructions set forth in the Letter of Transmittal”) that , such holder shall specify that delivery shall be effectedpromptly receive in exchange therefor the Merger Consideration, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agentwithout interest thereon. The Exchange Agent shall accept each send payments within three business days after the receipt of properly submitted documents. Approval of this Agreement by the stockholders of CNYF shall constitute authorization for Niagara Bancorp to designate and appoint such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as Exchange Agent. Neither Niagara Bancorp nor the Exchange Agent shall be obligated to deliver the Merger Consideration to a former stockholder of CNYF until such former stockholder surrenders his Certificate or Certificates or, in lieu thereof, any such appropriate affidavit of loss and indemnity agreement and bond as may impose be reasonably required by Niagara Bancorp. The Exchange Agent in its agreement shall be obligated to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry pay the Merger Consideration in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of If payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares is to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor made to a Person person other than the Person person in whose name a Certificate surrendered in exchange therefore is registered, it shall be a condition of payment that the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that the Person person requesting such payment or issuance shall pay any transfer or other similar Taxes taxes required by reason of the payment or issuance to a Person person other than the registered holder of the Certificate or Book-Entry Sharessurrendered, or required for any other reason, or shall establish to the reasonable satisfaction of Purchaser the Exchange Agent that the Tax such tax has been paid or is not applicable. The Exchange Agent payable. (or, subsequent c) On or prior to the earlier of (x) the one-year anniversary of the Merger Effective Time and (y) the expiration Date, Niagara Bancorp shall deposit or termination of cause to be deposited, in trust with the Exchange Agent AgreementAgent, Purchaser) an amount of cash equal to the aggregate Merger Consideration that the CNYF stockholders shall be entitled to deduct and withhold from any amounts otherwise payable receive on the Merger Effective Date pursuant to this Agreement Section 2.02 hereof. (d) The payment of the Merger Consideration upon the conversion of CNYF Common Stock in accordance with the above terms and conditions shall be deemed to any holder have been issued and paid in full satisfaction of Company all rights pertaining to such CNYF Common Shares such amounts as Stock. (e) Promptly following the date which is twelve months after the Merger Effective Date, the Exchange Agent or Purchasershall deliver to Niagara Bancorp all cash, as the case may be, is required to deduct certificates and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect other documents in its possession relating to the making transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder of a Certificate formerly representing shares of CNYF Common Stock may surrender such payment. To Certificate to Niagara Bancorp and (subject to applicable abandoned property, escheat and similar laws) receive in consideration therefore the extent the amounts are so withheld Merger Consideration multiplied by the Exchange Agent number of shares of CNYF Common Stock formerly represented by such Certificate, without any interest or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may bedividends thereon. (f) After the close of business on the Merger Effective TimeDate, there shall be no transfers on the share stock transfer books of Company CNYF of the Company shares of CNYF Common Shares that were issued and Stock which are outstanding immediately prior to the Merger Effective Time other than Date, and the stock transfer books of CNYF shall be closed with respect to settle transfers of Company Common Shares that occurred prior to the Effective Timesuch shares. If, after the Merger Effective TimeDate, Certificates or Book-Entry Shares representing such Company Common Shares shares are presented for transfer to the Exchange Agent, they shall be cancelled canceled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth as provided in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event any Certificate certificate for CNYF Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall deliver (except as otherwise provided in Section 2.02(iii)) in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of that the fact by the Person claiming such Certificate holder thereof, the cash to be paid in the Merger as provided for herein; provided, however, that Niagara Bancorp may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen or destroyed and the posting by such Person of certificate to deliver a bond in such amount reasonable sum as the Exchange Agent may determine is reasonably necessary Niagara Bancorp as indemnity against any claim that may be made against it CNYF, Niagara Bancorp or any other party with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such certificate alleged to have been lost, stolen or destroyed Certificate destroyed. (h) Niagara Bancorp is hereby authorized to adopt additional rules and regulations with respect to the Merger Consideration deliverable matters referred to in respect thereof in accordance this Section 2.03 not inconsistent with the terms provisions of this Agreement, including requirements of this Article II.

Exchange Procedures. (ai) As At or promptly as practicable after the Effective Time, but in no event later than five (5) business days following SHC shall cause the Closing Date, Purchaser shall send or cause Exchange Agent to be sent mail to each holder of record of Company Common Shares a Frankfort First Certificate, other than holders of Dissenting Shares, which immediately prior to the Effective Time of Merger represented outstanding shares of Frankfort First Common Stock and which was not submitted to the Exchange Agent with a duly executed and completed Form of Election: (each, A) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “"Letter of Transmittal”") that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Frankfort First Certificates shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Frankfort First Certificates to the Exchange Agent. The Agent and which shall be in such form and have such other customary provisions as SHC may reasonably specify and which are reasonably acceptable to Frankfort First; and (B) instructions to effect the surrender of the Frankfort First Certificates in exchange for cash or shares of SHC Common Stock, or both, as described in this Agreement. (ii) Upon surrender of a Frankfort First Certificate for cancellation to the Exchange Agent shall accept together with either a Form of Election or a Letter of Transmittal, in each such Certificate or evidence of Book-Entry Shares upon compliance case duly executed, and with such reasonable terms and conditions other documents as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and reasonably require, the holder of such Frankfort First Certificate shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, and SHC shall cause the portion Exchange Agent to promptly deliver in exchange therefor after the Effective Time: (A) a certificate representing that number of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu whole shares of fractional Purchaser SHC Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions Stock to which such holder is entitled to receive in respect of such Frankfort First Certificate pursuant toto Section 2.8 of this Agreement; and (B) a check representing the cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and (C) a check for any Fraction Payment. The Frankfort First Certificate so surrendered shall forthwith be canceled; provided, this Article IIhowever, that fractional share interests of any one holder shall be aggregated to maximize the number of whole shares of SHC Common Stock to be issued and minimize the Fraction Payments. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (eiii) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company shares of Frankfort First Common Shares that Stock which is not registered in the stock transfer records of CompanyFrankfort First, a certificate representing the proper number of shares of SHC Common Stock, a check for the proper amount of cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement and any Fraction Payment, shall be delivered to the transferee if the Frankfort First Certificate which represented such shares of Frankfort First Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. (iv) No interest will be paid or accrued on the cash and shares of SHC Common Stock to be issued pursuant to this Agreement, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered shares, if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may beany, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser shares of SHC Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant Stock, if any, payable to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsFrankfort First Shareholders. (hv) In the event If any Frankfort First Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Frankfort First Certificate to be lost, stolen or destroyed and and, if required by SHC in its reasonable discretion, the posting by such Person of a bond in such reasonable amount as the Exchange Agent SHC may determine is reasonably necessary direct as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares)Frankfort First Certificate, the Exchange Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate Frankfort First Certificate, a certificate representing the Merger Consideration deliverable proper number of shares of SHC Common Stock and a check for the cash, in respect thereof in accordance with each case that such Frankfort First Shareholder has the terms right to receive pursuant to Section 2.8 of this Agreement, including requirements and the Fraction Payment, if any, with respect to the shares of Frankfort First Common Stock formerly represented thereby, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, as provided in this Article II of this Article IIAgreement. (vi) Until surrendered as contemplated by this Section 2.9 of this Agreement, each Frankfort First Certificate, other than Dissenting Shares, shall be deemed at all times after the Effective Time to represent only the right to receive upon surrender only the cash or shares of SHC Common Stock, or both, and any Fraction Payment. (vii) Dissenting Shares as to which appraisal rights have been properly perfected shall be treated in the manner provided in Section 2.12.

Exchange Procedures. (ai) As promptly soon as reasonably practicable after the Effective Time, but and in no any event not later than five the second (52nd) business days Business Day following the Closing DateEffective Time, Purchaser TCCC shall send or cause the Exchange Agent to be sent mail to each holder of record of Company shares of CCE Common Shares immediately prior Stock whose shares of CCE Common Stock were converted into the applicable Merger Consideration pursuant to the Effective Time Section 2.4(b), (each, x) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery of Certificates and/or Book-Entry Shares shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares thereto shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares Certificates (or effective affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(sthereof) or Book-Entry SharesShares to the Exchange Agent and which shall be in such form and have such other provisions as agreed to by TCCC, will be entitled to receive such Holder’s portion CCE and Splitco) and (y) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent together with such letter of transmittal, determined duly completed and validly executed in accordance with the instructions thereto, and such other documents as provided in Section 1.4. Until so surrenderedmay customarily be required thereby or by the Exchange Agent, each the holder of such Certificate Certificates or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) receive in exchange therefor the amount applicable Merger Consideration in respect of dividends or other distributions with a record date after the shares of CCE Common Stock held prior to the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate its Certificates or Book-Entry Shares. (e) . No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of CompanyCCE, the applicable Merger Consideration may be paid to the transferee thereof if the Certificate formerly representing such shares of CCE Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable share transfer taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5, each Certificate and Book-Entry Share shall, subject to the provisions of Section 2.4, be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon surrender the applicable Merger Consideration (including cash in lieu of fractional Purchaser Common Shareswithout interest) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required as contemplated by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. this Article II. (iii) The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts the consideration otherwise payable pursuant to under this Agreement to any holder of Company shares of CCE Common Shares Stock such amounts as the Exchange Agent or Purchaser, as the case may be, is are required to deduct and withhold be withheld or deducted under the Code, or any provision of state, United States state or local or foreign Tax Law, Law with respect to the making of such payment. To the extent the amounts are Amounts so withheld by the Exchange Agent or Purchaser, as the case may be, deducted and paid over to the appropriate applicable Governmental Entity, such withheld amounts shall Entity will be treated for all purposes of this Agreement as having been paid to the holder of Company the shares of CCE Common Shares Stock in respect of whom which such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may bewere made. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable after the Effective Time, Time (but in no event later than five three (53) business days following Business Days thereafter), Axcelis shall cause the Closing Date, Purchaser shall send or cause Exchange Agent to be sent mail to each holder of record of Company Common Shares immediately prior a Veeco Certificate or Veeco Book-Entry Share, in each case which shares were converted into the right to receive the applicable Veeco Merger Consideration at the Effective Time pursuant to this Agreement: (eachi) a letter of transmittal, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Veeco Certificates shall pass, only upon delivery of Certificate(sthe Veeco Certificates to the Exchange Agent, and shall otherwise be in such form and have such other provisions as Axcelis, Veeco and the Exchange Agent may reasonably specify, and (ii) or evidence instructions for effecting the surrender of the Veeco Certificates and Veeco Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to exchange for the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing applicable Veeco Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash such holder’s Fractional Shares Cash Amount. Upon surrender of Veeco Certificates or Veeco Book-Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Veeco and Axcelis, and upon delivery of a letter of transmittal, duly executed and in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right proper form with all required enclosures and attachments, with respect to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) such Veeco Certificates or Veeco Book-Entry Shares, will be entitled to receive the holder of such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate Veeco Certificates or Veeco Book-Entry Shares shall representbe entitled to receive the whole shares of Axcelis Common Stock that such holder is entitled to receive pursuant to Section 2.1 and, for all purposes, only the right to receive, without interestif applicable, the portion Fractional Shares Cash Amount for each share of the Merger Consideration allocable to Veeco Common Stock formerly represented by such Certificate Veeco Certificates or Veeco Book-Entry Share. Any Veeco Certificates or Veeco Book-Entry Shares pursuant to Section 1.4 and any cash in lieu so surrendered shall forthwith be cancelled. If payment of fractional Purchaser Common Shares the applicable Veeco Merger Consideration is to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor made to a Person other than the Person in whose name any surrendered Veeco Certificate is registered, it shall be a condition precedent to payment that the Veeco Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and the Person requesting such payment or issuance shall pay have paid any transfer or and other similar Taxes required by reason of the payment or issuance delivery of the applicable Veeco Merger Consideration to a Person other than the registered holder of the Veeco Certificate or Book-Entry Shares, or establish so surrendered and shall have established to the reasonable satisfaction of Purchaser Axcelis that the Tax has such Taxes either have been paid or is are not applicablerequired to be paid. The Exchange Agent (or, subsequent Notwithstanding anything to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent contrary contained in this Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any no holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Veeco Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for required to deliver a Veeco Certificate or, in the case of holders of Veeco Book-Entry Shares held through the Depository Trust Company, an executed letter of transmittal, to receive the applicable Veeco Merger Consideration and any cash in lieu of fractional Purchaser Common Shares that such holder is entitled to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined receive pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding Delivery of the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it Veeco Merger Consideration with respect to Veeco Book-Entry Shares shall only be made to the Person in whose name such shares are registered. Until surrendered as contemplated hereby, each Veeco Certificate (provided, that such bond requirement may or Veeco Book-Entry Share shall be waived by Purchaser if substituted with an unqualified indemnity from deemed at any Company shareholder owning five or fewer Company Common Shares), time after the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate Effective Time to represent only the right to receive the applicable Veeco Merger Consideration deliverable provided in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable Promptly after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser Acquiror shall send or cause to be sent deliver to each record holder of record of Company Common Shares immediately prior to Stock at the Effective Time a letter of transmittal (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates shall pass, only upon delivery of Certificate(sthe Certificates to Acquiror and shall be in such form and contain such other provisions as the Company and Acquiror shall agree) or evidence (the "Letter of Book-Entry Shares (or affidavits Transmittal"). Upon surrender of loss in lieu of such Certificates) a Certificate for cancellation to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance Acquiror, together with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by duly executed, the Holder’s Certificate(s) or Book-Entry Shares, will holder of such Certificate shall be entitled to receive in exchange therefor a certificate representing that number of whole Acquiror Shares that such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only holder has the right to receivereceive pursuant to the provisions of this Article I, without interest, less the portion of the Merger Consideration allocable Escrow Shares attributable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to holder that will be issued or paid in consideration therefor upon surrender and deposited with the Escrow Agent for the account of such Certificate or Book-Entry Shares in accordance withholder, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares the Certificate so surrendered shall forthwith be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article IIcanceled. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares Stock that is not registered in the stock transfer records of the Company, a certificate evidencing the Merger Consideration (including cash in lieu proper number of fractional Purchaser Common Shares) shall Acquiror Shares may be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered transferee if the Certificate or Book-Entry Shares formerly representing such evidencing the Company Common Shares Stock shall be properly endorsed or otherwise be in proper form for surrendered to the Acquiror, accompanied by all documents required to evidence and effect such transfer and the Person requesting such payment or issuance shall pay by evidence that any applicable stock transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has taxes have been paid or is not applicablepaid. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated Until surrendered for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor exchange in accordance with the procedures provisions of this Section 1.07(a), each Certificate theretofore representing Converted Shares (other than shares of Company Stock to be canceled pursuant to Section 1.06(c) of this Agreement) shall from and after the Effective Time represent for all purposes only the right to receive the Acquisition Consideration as set forth in this Article II. (g) Any portion Agreement. If any holder of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Converted Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable unable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event any Certificate shall surrender such holder's Certificates because such Certificates have been lost, stolen lost or destroyed, upon the making of such holder may deliver in lieu thereof an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and the posting by such Person of a indemnity bond in such amount as the Exchange Agent may determine is form and substance and with surety reasonably necessary as indemnity against satisfactory to Acquiror. No interest shall be paid on any claim that may be made against it with respect Acquisition Consideration payable to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common former holders of Converted Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly soon as practicable after following the Effective Time, and in any event within two Business Days following the Effective Time (but in no event later than five (5) business days following prior to the Closing DateEffective Time), Purchaser IAC shall send or cause the Exchange Agent to be sent deliver to each holder of record Company Common Stock entitled to receive the Per Share Common Stock Consideration, and each holder of Company Common Preferred Stock entitled to receive the Per Share Preferred Stock Consideration, pursuant to Section 3.01 a letter of transmittal and instructions for use in exchanging such Company Stockholder’s Company Shares immediately prior for such Company Stockholder’s applicable portion of the Stock Consideration from the Exchange Fund, and that shall be in form and contain provisions which IAC may specify and which are reasonably acceptable to the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the a “Letter of Transmittal”), which shall (i) that shall contain customary representations and warranties as to title, authorization, execution and delivery, (ii) contain a customary release of all claims against IAC and the Company arising out of or related to such holder’s ownership of Company Shares, (iii) specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry the Company Shares shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry any stock certificate representing the Company Shares (or affidavits of loss in lieu of such Certificatesa “Certificate”) to the Exchange Agent, and (iv) include instructions for use in effecting the surrender of the Certificates pursuant to the Letter of Transmittal. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as Promptly following the surrender to the Exchange Agent may impose of all Certificates held by such holder for cancellation (to effect an orderly exchange thereof in accordance the extent such Company Shares are or were certificated), together with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by duly completed and validly executed in accordance with the Holder’s Certificate(s) or Book-Entry Sharesinstructions thereto and such other documents as may be required pursuant to such instructions, will the holder of such Certificates shall be entitled to receive such Holder’s portion of in exchange therefore, and IAC shall instruct the Merger Exchange Agent to deliver the Per Share Common Stock Consideration or Per Share Preferred Stock Consideration, determined as provided applicable, in accordance with the provisions of Section 1.43.01, and the Certificate so surrendered shall forthwith be cancelled. Until so surrenderedsurrendered as contemplated by this Section 3.02, each such Certificate entitled to receive the Per Share Common Stock Consideration or Book-Entry Shares Per Share Preferred Stock Consideration, as applicable, in accordance with Section 3.01 shall represent, for be deemed at all purposes, times after the Effective Time to represent only the right to receive, without interest, receive upon such surrender the portion of the Merger Per Share Common Stock Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which Per Share Preferred Stock Consideration that such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor receive in accordance with the procedures set forth in this Article IIprovisions of Section 3.01. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. An RPS Securityholder will have satisfied the “Delivery Requirements” if such RPS Securityholder (ai) As promptly executes and delivers a counterpart signature page to this Agreement, (ii) executes and delivers a Letter of Transmittal (as practicable defined below) and (iii) delivers original Certificates representing such RPS Securityholder’s Target Capital Stock and Target Warrants, if any, or an Affidavit of Loss to Parent. From and after the Effective Time, but Parent shall have and make available a sufficient amount of cash and a sufficient number of shares of Parent Common Stock and New Parent Warrants for exchange in no event later than five accordance with the terms and conditions of this Agreement. No RPS Securityholder shall be entitled to receive its share of the applicable Merger Consideration provided in Section 2.1 until it has satisfied the Delivery Requirements. Target shall use commercially reasonable efforts to mail or deliver (5) business days following the Closing Date, Purchaser shall send or cause to be sent to each holder mailed or delivered) within fourteen (14) days after the date of record this Agreement a letter of Company Common Shares immediately prior to transmittal substantially in the Effective Time form attached hereto as Exhibit C (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity a copy of the Letters of Transmittal Information and compliance by Offering Memorandum to each RPS Securityholder that did not previously satisfy the Delivery Requirements. Target shall, upon receiving any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed original Letter of Transmittal, accompanied by Certificate, Affidavit of Loss or other communication or correspondence concerning the Holder’s Certificate(s) Letter of Transmittal or Book-Entry Sharesthe Merger, will be entitled to receive such Holder’s portion promptly inform Parent of the Merger Consideration, determined as provided same and deliver such original to Parent (it being understood that in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares all cases Parent shall represent, for all purposes, only receive and hold the right to receive, without interest, the portion original of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 Letter of Transmittal in escrow pending the Closing and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, the RPS Securityholders Committee shall receive and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with hold a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance copy of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event Letter of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer Transmittal). From and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing Parent shall within three (3) Business Days after an RPS Securityholder has satisfied the Delivery Requirements (x) pay such Company Common Shares are presented for RPS Securityholder in cash, by wire transfer of immediately available funds the amount of any cash to which such RPS Securityholder is entitled pursuant to Section 2.1 to the Exchange Agentaccount(s) specified in such RPS Securityholder’s Letter of Transmittal and (y) deliver to such RPS Securityholder the number of shares of Parent Common Stock and New Parent Warrants to which such RPS Securityholder is entitled pursuant to Section 2.1 (if any). Until surrendered as contemplated by this Section 2.3, they each Certificate shall be cancelled deemed upon and exchanged for the Merger Consideration and at any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of time after the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look represent only the right to Purchaser with respect to receive the Merger Consideration, any cash appropriate amount of the consideration without interest as provided in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsSection 2.1. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) At or prior to the Effective Time, Sky shall deposit, or shall cause to be deposited, with The Bank of New York (in such capacity, the "Exchange Agent"), for the benefit of the holders of certificates formerly representing Metropolitan Common Shares ("Old Certificates"), for exchange in accordance with this Article III, certificates representing the Sky Common Shares ("New Certificates") and an estimated amount of cash (such cash and New Certificates, together with any dividends or distributions with a record date occurring on or after the Effective Date with respect thereto (without any interest on any such cash, dividends or distributions), being hereinafter referred to as the "Exchange Fund") to be paid pursuant to this Article III in exchange for outstanding Metropolitan Common Shares. (b) As promptly as practicable after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser Sky shall send or cause the New Certificates into which shares of a shareholder's Metropolitan Common Shares are converted on the Effective Date and/or any check in respect of cash to be sent paid as part of the Merger Consideration and in respect of any fractional share interests or dividends or distributions which such person shall be entitled to each holder of record of Company Common Shares immediately prior receive to be delivered to such shareholder upon delivery to the Effective Time (each, a “Holder”) (other than Company Exchange Agent of Old Certificates representing such Metropolitan Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) an indemnity affidavit reasonably satisfactory to Sky and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such shareholder. The Exchange Agent shall accept each No interest will be paid on any such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose cash to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash be paid in lieu of fractional Purchaser Common Shares where the Holder share interests or in respect of the applicable Certificate has no right dividends or distributions that any such person shall be entitled to receive whole Purchaser Common Sharespursuant to this Article III upon such delivery. (c) A Holder who has returned Notwithstanding the foregoing, neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of Metropolitan Common Shares for any amount properly delivered to a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares public official pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued applicable abandoned property, escheat or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIsimilar laws. (d) No dividends or other distributions with respect to Purchaser Sky Common Shares with a record date occurring on or after the Effective Date shall be paid to the holder of any unsurrendered Old Certificate or Book-Entry Shares with respect to the Purchaser representing Metropolitan Common Shares represented thereby, converted in each case unless and the Merger into the right to receive such Sky Common Shares until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid receive New Certificates in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article IISection 3.04. After becoming so entitled in accordance with this Section 3.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofor had become payable with respect to Sky Common Shares such holder had the right to receive upon surrender of the Old Certificates. (ge) Any portion of the Exchange Fund that remains unclaimed by the Holders as shareholders of the one-year anniversary of Metropolitan for nine months after the Effective Time may shall be paid to PurchaserSky. In such event, any Holder Any shareholders of Metropolitan who has have not theretofore complied with this Article II III shall thereafter look only to Purchaser with respect to Sky for payment of the Merger ConsiderationSky Common Shares, any cash in lieu of any fractional shares, shares and any unpaid dividends and distributions on the Purchaser Sky Common Shares deliverable in respect of each Company Metropolitan Common Share held by Shares such Holder shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable Promptly after the Effective Time, Time (but in no event later more than five (5) business days following thereafter), the Closing Date, Purchaser Surviving Corporation shall send or cause the Paying Agent to be sent mail to each holder of record of Company Common Shares immediately prior that were converted pursuant to Section 2.1(c) into the Effective Time right to receive the Merger Consideration, (each, i) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry such Shares shall pass, only upon proper delivery of Certificate(s) the certificates (or evidence of Book-Entry shares in book entry form) which immediately prior to the Effective Time represented outstanding Shares (or affidavits of loss in lieu of such the “Certificates”) to the Exchange Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to 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 payment of the Merger Consideration. The Exchange Agent shall accept each such Upon surrender of a Certificate or evidence of Book-Entry Shares upon compliance for cancellation to the Paying Agent, together with such reasonable terms letter of transmittal, duly completed and conditions as the Exchange Agent may impose to effect an orderly exchange thereof validly executed in accordance with normal exchange practices the instructions (and shall such other customary documents as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied may reasonably be required by the Holder’s Certificate(s) or Book-Entry SharesPaying Agent), will the holder of such Certificate shall be entitled to receive such Holder’s portion of in exchange therefor the Merger ConsiderationConsideration for each Share formerly represented by such Certificate, determined as provided in Section 1.4and the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion If payment of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares is to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Shares is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for accompanied by all documents required to evidence and effect that transfer and (y) the Paying Agent shall be entitled to deduct any applicable Taxes from the Merger Consideration in accordance with Section 2.2(g), unless the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish have established to the reasonable satisfaction of Purchaser the Surviving Corporation that the such Tax either has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of Each Certificate shall be deemed at any time after the Effective Time and (y) to represent only the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled right to deduct and withhold from any amounts otherwise payable pursuant to receive upon surrender in accordance with this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for Section 2.2 the Merger Consideration and into which the Shares have been converted pursuant to Section 2.1(c). No interest shall be paid or accrued on any cash in lieu payable to holders of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect Certificates pursuant to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements provisions of this Article II.

Exchange Procedures. (a) As At or promptly as practicable after following the Company Merger Effective Time, but in no event later than five CCI shall cause DST Systems, Inc., or any successor transfer agent of CCI (5the “Transfer Agent”), to record on the stock records of CCI the issuance of shares of CCI Class A Common Stock (including any fractional shares thereof) business days following equal to the Closing Date, Purchaser shall send or cause to be sent Company Merger Consideration that is issuable to each holder of record shares of CMOF Common Stock pursuant to Section 3.1(a). For the avoidance of doubt, delivery of the Company Common Shares immediately prior Merger Consideration shall only be made to the Person in whose name the relevant shares of CMOF Common Stock are registered in the stock transfer books of CMOF as of the Company Merger Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this AgreementTime. (b) PurchaserAt or promptly following the Partnership Merger Effective Time, CCI and the Surviving OP shall take such action as may be reasonably necessary to issue CROP Common Units (including fractional units thereof) equal to the Partnership Merger Consideration that is issuable to each holder of CMOF OP Partnership Units pursuant to Section 3.1(b), subject to the receipt of customary representations from such holders. For the avoidance of doubt, delivery of the Partnership Merger Consideration shall only be made to the Person in whose name the relevant CMOF OP Partnership Units are registered in the exercise transfer books of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity CMOF OP as of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Partnership Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common SharesEffective Time. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares All securities issuable pursuant to Section 1.4 and any cash this Agreement shall be in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Bookbook-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIentry form. (d) No dividends None of CCI, CMOF, the Surviving Company, the Surviving OP, the Transfer Agent or other distributions with respect to Purchaser Common Shares any employee, officer, director, agent or Affiliate of such entities, shall be paid liable to the holder any Person in respect of any unsurrendered Certificate Company Merger Consideration or Book-Entry Shares with respect Partnership Merger Consideration (or the appropriate portion thereof) that has been delivered to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject a public official pursuant to the effect of any applicable abandoned property, escheat or similar LawsLaw. Any amounts so delivered that remain unclaimed by holders of shares of CMOF Common Stock or CMOF OP Partnership Units immediately prior to the time at which such amounts would otherwise escheat to, following surrender or become property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of CCI and CROP, as applicable, free and clear of any claims or interest of such Certificate holders or Book-Entry Shares in accordance with this Article IItheir successors, the record holder thereof shall be assigns or personal representatives previously entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Sharesthereto. (e) In No interest shall be paid or accrued on the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (or any amounts in respect thereof, including cash any dividends payable on shares of CCI Class A Common Stock) or the Partnership Merger Consideration (or any amounts in lieu of fractional Purchaser respect thereof, including any distributions payable on CROP Common SharesUnits) shall be issued or paid in exchange therefor to a Person other than for the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason benefit of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may beholders thereof. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable At and after the Effective Time, but in no event later than five each certificate representing shares of BDC Common Stock (5“Certificate Share”) business days following the Closing Date, Purchaser shall send or cause to be sent to and each holder of record of Company Common Shares book-entry share which immediately prior to the Effective Time represented the shares of BDC Common Stock (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares Shares”) shall pass, represent only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent receive the Merger Consideration in accordance with the terms of this Agreement. Collectively, governing the Certificate Shares and Book-Entry Shares are referred to as the “Old Shares.” (ib) At least thirty (30) days prior to the validity Effective Time, Merchants shall deliver to BDC the form letter of the Letters of Transmittal and compliance by any Holder transmittal Merchants desires be delivered with the procedures set forth therein and hereinOld Shares, (ii) the issuance and as well as any instructions for delivery of shares of BDC Common Stock at the Effective Time. Prior to the Effective Time, BDC shall collect from the shareholders of BDC the fully executed transmittal letters, any certificates representing Merger Consideration for Company Common Shares converted in the MergerOld Shares, and such other documentation as may reasonably be requested by Merchants (iiiincluding any bond or other indemnity satisfactory to Merchants if any of such certificates are lost, stolen or destroyed) (collectively, the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares“Transmittal Documents”). (c) A Holder who has returned a properly completed Letter At the Effective Time, BDC shall deliver to Merchants the Transmittal Documents, and each holder of Transmittal, accompanied by shares of BDC Common Stock that have been converted into the Holder’s Certificate(s) or Book-Entry Shares, will right to receive the Merger Consideration shall be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable in respect of the BDC Common Stock represented by the Transmittal Documents for such holder. No interest will be paid on any Merger Consideration that any such holder shall be entitled to such Certificate or Book-Entry Shares receive pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares The stock transfer books of BDC shall be paid to closed immediately upon the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless Effective Time and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date from and after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share stock transfer books records of Company BDC of the Company any shares of BDC Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective TimeStock. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Old Shares are presented for transfer to the Exchange AgentMerchants, they shall be cancelled canceled and exchanged for the Merger Consideration and any cash deliverable in lieu of fractional Purchaser Common Shares respect thereof pursuant to be issued or paid in consideration therefor this Agreement in accordance with the procedures set forth in this Article IISection 2.02. (ge) Any portion Merchants shall be entitled to rely upon BDC’s stock transfer books to establish the identity of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to receive the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person which books shall be liable conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Share, Merchants shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved from any and all liability with respect to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawsclaims thereto. (hf) In the event If any Certificate Old Share shall have been lost, stolen stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate Old Share to be lost, stolen stolen, or destroyed and and, if required by Merchants, the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary or other indemnity satisfactory to Merchants as indemnity against any claim that may be made against it with respect to such Certificate (providedOld Share, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent Merchants will issue in exchange for such lost, stolen stolen, or destroyed Certificate Old Share the Merger Consideration deliverable in respect thereof pursuant to Section 2.01 hereof. (g) Notwithstanding anything in accordance with this Agreement to the terms contrary, at the Effective Time, all shares of this AgreementBDC Common Stock that are held as treasury stock of BDC or owned by Merchants (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be cancelled and shall cease to exist and no Merger Consideration shall be exchanged therefor. (h) Notwithstanding the foregoing, including requirements no party hereto shall be liable to any former holder of this Article IIBDC Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Exchange Procedures. (a) As promptly soon as practicable after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser Exchange Agent shall send or cause to be sent mail to each holder of record of Company Common Shares a Certificate or Certificates which, immediately prior to the Effective Time (eachTime, a “Holder”) (other than represented outstanding Company Common Shares owned directly by Company subsequently converted into the right to receive the Merger Consideration, as set forth in Section 2.4: (other than Trust Account Shares and DPC SharesA) or Purchaser) appropriate and customary a letter of transmittal materials (collectively, the “a "Letter of Transmittal”") that which (i) shall specify that delivery shall be effected, effected and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates shall pass, pass only upon delivery of Certificate(s) or evidence of Book-Entry Shares the Certificates to the Exchange Agent (or affidavits an affidavit of loss in lieu of thereof, together with any bond or indemnity agreement, as contemplated by Section 3.7) and (ii) shall be in such Certificates) to the Exchange Agent. The Exchange Agent shall accept each form and have such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions other provisions as the Exchange Agent Surviving Corporation may impose to effect an orderly reasonably specify; and (B) instructions for use in effecting the surrender of the Certificates in exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreementfor the applicable Merger Consideration. (b) PurchaserUpon surrender of a Certificate for cancellation to the Exchange Agent, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent together with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied duly executed, and any other documents reasonably required by the Holder’s Certificate(sExchange Agent or the Surviving Corporation, (A) or Book-Entry Shares, will the holder of such Certificate shall be entitled to receive in exchange therefor a check and a certificate or certificates representing the applicable amount of cash and shares of Parent Common Stock which such Holder’s portion of holder has the Merger Consideration, determined as provided in right to receive pursuant to Section 1.42.4 and (B) the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate shall represent the right to receive the aggregate Merger Consideration relating thereto. (c) In the event of a transfer of ownership of Company Common Shares which is not registered in the transfer records of the Company, the appropriate amount of the Merger Consideration may be paid to a transferee if the Certificate representing such Company Common Shares is presented to the Exchange Agent properly endorsed or Book-Entry Shares accompanied by appropriate stock powers and otherwise in proper form for transfer and accompanied by all documents reasonably required by the Exchange Agent to evidence and effect such transfer and to evidence that any applicable Taxes have been paid. Until surrendered as contemplated by this Section 3.2, each such Certificate shall represent, for all purposes, be deemed at any time after the Effective Time to represent only the right to receive, without interest, receive upon such surrender the portion appropriate amount of the applicable Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIConsideration. (d) No dividends or other distributions that are declared or made after the Effective Time with respect to Purchaser Parent Common Shares Stock payable to holders of record thereof after the Effective Time shall be paid to a Company Stockholder entitled to receive certificates representing Parent Common Stock until such Company Stockholder has properly surrendered such Company Stockholder's Certificates. Upon such surrender, there shall be paid to the holder of Company Stockholder in whose name the certificates representing such Parent Common Stock shall be issued any unsurrendered Certificate or Book-Entry Shares dividends which shall have become payable with respect to such Parent Common Stock between the Purchaser Effective Time and the time of such surrender, without interest. After such surrender, there shall also be paid to the Company Stockholder in whose name the certificates representing such Parent Common Shares represented therebyStock shall be issued any dividend on such Parent Common Stock that shall have a record date subsequent to the Effective Time and prior to such surrender and a payment date after such surrender; provided, in each case unless and until however, that such dividend payments shall be made on such payment dates. In no event shall the Company Stockholder entitled to receive such dividends be entitled to receive interest on such dividends. (e) No certificate or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Certificates, and such Certificate fractional share interests will not entitle the owner thereof to vote or Book-Entry Shares occurs in accordance with this Article IIto any rights as a stockholder of Parent. Subject All fractional shares of Parent Common Stock that a Company Stockholder would otherwise be entitled to receive as a result of the effect of applicable abandoned propertyMerger shall be aggregated and if a fractional share results from such aggregation, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interestin lieu thereof, an amount in cash determined by multiplying (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented Base Price by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount fraction of dividends or other distributions payable with respect a share of Parent Common Stock to which such holder would otherwise have been entitled. Parent shall timely make available to the whole number Exchange Agent any cash necessary to make payments in lieu of Purchaser Common Shares represented by fractional shares as aforesaid. No such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser shares of Parent Common Shares) Stock shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts Stockholder until Certificates are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled surrendered and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article IISection 3.2. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (ai) As At or promptly as practicable after the Effective Time, but in no event later than five (5) business days following SHC shall cause the Closing Date, Purchaser shall send or cause Exchange Agent to be sent mail to each holder of record of Company Common Shares a Frankfort First Certificate, other than holders of Dissenting Shares, which immediately prior to the Effective Time of Merger represented outstanding shares of Frankfort First Common Stock and which was not submitted to the Exchange Agent with a duly executed and completed Form of Election: (each, A) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Frankfort First Certificates shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Frankfort First Certificates to the Exchange Agent. The Agent and which shall be in such form and have such other customary provisions as SHC may reasonably specify and which are reasonably acceptable to Frankfort First; and (B) instructions to effect the surrender of the Frankfort First Certificates in exchange for cash or shares of SHC Common Stock, or both, as described in this Agreement. (ii) Upon surrender of a Frankfort First Certificate for cancellation to the Exchange Agent shall accept together with either a Form of Election or a Letter of Transmittal, in each such Certificate or evidence of Book-Entry Shares upon compliance case duly executed, and with such reasonable terms and conditions other documents as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and reasonably require, the holder of such Frankfort First Certificate shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, and SHC shall cause the portion Exchange Agent to promptly deliver in exchange therefor after the Effective Time: (A) a certificate representing that number of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu whole shares of fractional Purchaser SHC Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions Stock to which such holder is entitled to receive in respect of such Frankfort First Certificate pursuant toto Section 2.8 of this Agreement; and (B) a check representing the cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement; and (C) a check for any Fraction Payment. The Frankfort First Certificate so surrendered shall forthwith be canceled; provided, this Article IIhowever, that fractional share interests of any one holder shall be aggregated to maximize the number of whole shares of SHC Common Stock to be issued and minimize the Fraction Payments. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (eiii) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company shares of Frankfort First Common Shares that Stock which is not registered in the stock transfer records of CompanyFrankfort First, a certificate representing the proper number of shares of SHC Common Stock, a check for the proper amount of cash that such holder is entitled to receive in respect of such Frankfort First Certificate pursuant to Section 2.8 of this Agreement and any Fraction Payment, shall be delivered to the transferee if the Frankfort First Certificate which represented such shares of Frankfort First Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. (iv) No interest will be paid or accrued on the cash and shares of SHC Common Stock to be issued pursuant to this Agreement, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered shares, if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may beany, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser shares of SHC Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant Stock, if any, payable to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsFrankfort First Shareholders. (hv) In the event If any Frankfort First Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Frankfort First Certificate to be lost, stolen or destroyed and and, if required by SHC in its reasonable discretion, the posting by such Person of a bond in such reasonable amount as the Exchange Agent SHC may determine is reasonably necessary direct as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares)Frankfort First Certificate, the Exchange Agent will issue deliver in exchange for such lost, stolen or destroyed Certificate Frankfort First Certificate, a certificate representing the Merger Consideration deliverable proper number of shares of SHC Common Stock and a check for the cash, in respect thereof in accordance with each case that such Frankfort First Shareholder has the terms right to receive pursuant to Section 2.8 of this Agreement, including requirements and the Fraction Payment, if any, with respect to the shares of Frankfort First Common Stock formerly represented thereby, and unpaid dividends and distributions on the shares of SHC Common Stock, if any, as provided in this Article II of this Article IIAgreement. (vi) Until surrendered as contemplated by this Section 2.9 of this Agreement, each Frankfort First Certificate, other than Dissenting Shares, shall be deemed at all times after the Effective Time to represent only the right to receive upon surrender only the cash or shares of SHC Common Stock, or both, and any Fraction Payment. (vii) Dissenting Shares as to which appraisal rights have been properly perfected shall be treated in the manner provided in Section 2.12.

Exchange Procedures. (a) As promptly soon as reasonably practicable after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser shall and the Surviving Corporation will cause the Exchange Agent to send or cause to be sent to each holder of record of the Company Common Shares immediately prior Certificates whose shares were converted pursuant to Section 2.6 into the Effective Time right to receive the Merger Consideration (each, i) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify (A) that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Company Certificates shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Company Certificates to the Exchange Agent. The , and (B) that ▇▇▇▇▇ ▇▇▇▇ is irrevocably appointed to represent the interests of the Company Stockholders after the Closing as provided in this Agreement (the "Stockholders' Representative"), and shall be in such form and have such other provisions as the Purchaser and the Surviving Corporation and the Exchange Agent shall accept each such reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Upon proper surrender of a Company Certificate or evidence of Book-Entry Shares upon compliance for cancellation to the Exchange Agent, together with such reasonable terms letter of transmittal, duly executed and conditions as the Exchange Agent may impose to effect an orderly exchange thereof completed in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Mergerinstructions thereto, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied such other documents as may reasonably be required by the Holder’s Certificate(s) or Book-Entry SharesExchange Agent, will the holder of such Company Certificate shall be entitled to receive such Holder’s portion of in exchange a check in the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right amount (after giving effect to receive, without interest, the portion any required tax withholding) of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such that the holder is entitled pursuant toto receive under Section 2.6, this Article II. (d) and the -5- Company Certificate so surrendered shall immediately be canceled. No dividends interest will be paid or other distributions accrued with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the Merger Consideration deliverable upon due surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article IIthe Company Certificates. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing the Company Common Shares Stock that is not registered in the stock transfer records of the Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall payment may be issued or paid in exchange therefor made to a Person other than transferee if, and only if, the Person in whose name the Company Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or Stock is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.8, each Company Certificate (other than the Company Certificates representing Dissenting Shares) shall be cancelled and exchanged deemed at any time after the Effective Time for all purposes to represent only the right to receive upon such surrender the Merger Consideration and any cash which the holder thereof has the right to receive in lieu respect of fractional Purchaser Common Shares such Company Certificate pursuant to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion . In the case of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of Company Certificates representing Dissenting Shares, each Company Certificate representing Dissenting Shares shall be deemed at any time after the Effective Time may be paid for all purposes to Purchaser. In represent only the right to receive the fair value of such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect Dissenting Shares pursuant to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsDGCL. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As Prior to the Closing, Acquiror shall appoint an exchange agent (the “Exchange Agent”) to act as the agent for the purpose of paying the Aggregate Merger Consideration to the Company’s stockholders. At or prior to the Effective Time, Acquiror shall deposit with the Exchange Agent the number of shares of Acquiror Common Stock equal to the portion of the Aggregate Merger Consideration to be paid in shares of Acquiror Common Stock. (b) Reasonably promptly as practicable after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser Acquiror shall send or shall cause the Exchange Agent to be sent send, to each record holder of record shares of Company Common Shares Stock as of immediately prior to the Effective Time (eachafter giving effect to the Company Recapitalization), a “Holder”) (other than whose Company Common Shares owned directly by Stock was converted pursuant to Section 3.1(a) and 3.1(c) into the right to receive a portion of the Aggregate Merger Consideration, instructions for use in such exchange. (c) Each holder of shares of Company (other than Trust Account Shares Common Stock that have been converted into the right to receive a portion of the Aggregate Merger Consideration, pursuant to Section 3.1(a) and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively3.1(c), the “Letter of Transmittal”) that shall specify that delivery shall be effectedentitled to receive such portion of the Aggregate Merger Consideration, and risk upon receipt of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares an “agent’s message” by the Exchange Agent (or affidavits such other evidence, if any, of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions transfer as the Exchange Agent may impose to effect an orderly exchange thereof in accordance reasonably request), together with normal exchange practices and shall such documents as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied may reasonably be requested by the Holder’s Certificate(s) Exchange Agent. No interest shall be paid or Book-Entry Shares, will be entitled to receive such Holder’s portion accrued upon the transfer of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIshare. (d) No dividends or other distributions with respect Promptly following the date that is one (1) year after the Effective Time, Acquiror may instruct the Exchange Agent to Purchaser Common Shares deliver to Acquiror all documents in its possession relating to the transactions contemplated hereby, and the Exchange Agent’s duties shall terminate. Thereafter, any portion of the Aggregate Merger Consideration that remains unclaimed shall be paid returned to Acquiror, and any Person that was a holder of shares of Company Common Stock as of immediately prior to the holder Effective Time that has not exchanged such shares of any unsurrendered Certificate or Book-Entry Shares with respect to Company Common Stock for an applicable portion of the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs Aggregate Merger Consideration in accordance with this Article II. Subject Section 3.2 prior to the effect date that is one (1) year after the Effective Time, may transfer such shares of Company Common Stock to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the Aggregate Merger Consideration without any interest thereupon. None of Acquiror, Merger Sub, the Company, the Surviving Corporation or the Exchange Agent shall be liable to any Person in respect of any of the Aggregate Merger Consideration delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Laws, following surrender of . If any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shares shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid not have not been transferred immediately prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from on which any amounts otherwise payable pursuant to this Agreement Article III would otherwise escheat to or become the property of any holder of Company Common Shares Governmental Authority, any such amounts as shall, to the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax extent permitted by applicable Law, with respect to become the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company property of the Company Common Shares that were issued Surviving Corporation, free and outstanding immediately prior to the Effective Time other than to settle transfers clear of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates all claims or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu interest of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawspreviously entitled thereto. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (ai) As promptly as practicable after following the Parent Merger Effective Time, Time (but in no event later than five two (52) business days following Business Days thereafter), MAA shall cause the Closing Date, Purchaser shall send or cause Exchange Agent to be sent mail (and to make available for collection by hand) to each holder of record of Company Common Shares immediately prior to the Effective Time a Certificate or Book-Entry Share, or of a Preferred Certificate or Preferred Book-Entry Share, as applicable, (each, A) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the a “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) the Certificates or evidence of Book-Entry Shares shall passShares, only upon delivery of Certificate(s) or evidence of to the Preferred Certificates or Preferred Book-Entry Shares Shares, as applicable, shall pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, or the Preferred Certificates (or affidavits of such Certificatesloss in lieu thereof) or Preferred Book-Entry Shares, as applicable, to the Exchange Agent, which Letter of Transmittal shall be in such form and have such other customary provisions as MAA and Post may reasonably agree upon, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares, or the Preferred Certificates (or affidavits of loss in lieu thereof) or Preferred Book-Entry Shares, as applicable, in exchange for the Merger Consideration or Preferred Merger Consideration, as applicable, into which the number of shares of Post Common Stock previously represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, or, as applicable, the number of shares of Post Series A Preferred Stock previously represented by such Preferred Certificate (or affidavit of loss in lieu thereof) or Preferred Book-Entry Share, shall have been converted pursuant to this Agreement, together with any amounts payable in respect of the Fractional Share Consideration in accordance with Section 3.8 and dividends or other distributions on shares of MAA Common Stock or MAA Series I Preferred Stock in accordance with Section 3.5(d). (ii) Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Share, or a Preferred Certificate (or an affidavit of loss in lieu thereof) or Preferred Book-Entry Share, as applicable, to the Exchange Agent, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, or such Preferred Certificate (or affidavit of loss in lieu thereof) or Preferred Book-Entry Share, as applicable, shall be entitled to receive in exchange therefor the Merger Consideration for each share of Post Common Stock formerly represented by such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, or, as applicable, the Preferred Merger Consideration for each share of Post Series A Preferred Stock formerly represented by such Preferred Certificate (or affidavit of loss in lieu thereof) or Preferred Book-Entry Share, in each case pursuant to the provisions of this Article III, plus any Fractional Share Consideration that such holder has the right to receive pursuant to the provisions of Section 3.8 and any amounts that such holder has the right to receive in respect of dividends or other distributions on shares of MAA Common Stock or MAA Series I Preferred Stock in accordance with Section 3.5(d) to be mailed or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Parent Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, or, as applicable, such Preferred Certificate (or affidavit of loss in lieu thereof) or Preferred Book-Entry Share, and the Certificate (or affidavit of loss in lieu thereof) or Book-Entry Share, or, applicable, the Preferred Certificate (or affidavit of loss in lieu thereof) or Preferred Book-Entry Share, so surrendered shall be forthwith cancelled. The Exchange Agent shall accept each such Certificate Certificates (or evidence affidavits of loss in lieu thereof) or Book-Entry Shares Shares, or, as applicable, such Preferred Certificates (or affidavits of loss in lieu thereof) or Preferred Book-Entry Shares, upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal customary exchange practices practices. Until surrendered as contemplated by this Section 3.5, each Certificate (or affidavit of loss in lieu thereof) and shall Book-Entry Share, or, as promptly as practicable issue nonapplicable, each Preferred Certificate (or affidavit of loss in lieu thereof) and Preferred Book-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretionEntry Share, shall have be deemed, at any time after the Parent Merger Effective Time, to represent only the right to make all determinationsreceive, consistent with upon such surrender, the terms Merger Consideration or the Preferred Merger Consideration, as applicable, as contemplated by this Article III. No interest shall be paid or accrued for the benefit of this Agreement, governing (i) the validity holders of the Letters Certificates (or affidavits of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash loss in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(sthereof) or Book-Entry Shares, will be entitled to receive such Holder’s portion or the holders of the Preferred Certificates (or affidavits of loss in lieu thereof) or Preferred Book-Entry Shares, on the Merger Consideration, determined the Preferred Merger Consideration or the Fractional Share Consideration, as provided applicable, payable upon the surrender of the Certificates (or affidavits of loss in Section 1.4. Until so surrendered, each such Certificate lieu thereof) or Book-Entry Shares shall representShares, for all purposesor, only the right to receive, without interestas applicable, the portion Preferred Certificates (or affidavits of the Merger Consideration allocable to such Certificate loss in lieu thereof) or Preferred Book-Entry Shares pursuant to Section 1.4 and Shares, and, in either case, any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIto Section 3.5(d) hereof. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (eiii) In the event of a transfer of ownership of a Certificate shares of Post Common Stock or Book-Entry Shares representing Company Common Shares Post Series A Preferred Stock that is not registered in the stock transfer records of CompanyPost, the Merger Consideration it shall be a condition of payment that any Certificate (including cash or affidavit of loss in lieu of fractional Purchaser Common Sharesthereof) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Share, or, as applicable, any Preferred Certificate (or affidavit of loss in lieu thereof) or Preferred Book-Entry Shares formerly representing such Company Common Shares Share, surrendered in accordance with the procedures set forth in this Section 3.5(c) shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and that the Person requesting such payment or issuance shall pay have paid any transfer or Taxes and other similar Taxes required by reason of the payment of the Merger Consideration or issuance Preferred Merger Consideration, as applicable, to a Person other than the registered holder of the Certificate (or affidavit of loss in lieu thereof) or Book-Entry SharesShare, or, as applicable, the Preferred Certificate (or establish affidavit of loss in lieu thereof) or Preferred Book-Entry Share, surrendered or shall have established to the reasonable satisfaction of Purchaser MAA that the such Tax either has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable Promptly after the Effective Time, Time (but in no event later more than five (5) three business days following thereafter), the Closing Date, Purchaser Parent shall send or cause instruct the Paying Agent to be sent mail to each holder of record of Company Common Shares immediately prior to the Effective Time a Certificate or of Book Entry Shares, (each, i) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares a Certificate shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Certificate to the Exchange Agent. The Exchange Paying Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaserand, in the exercise case of its reasonable discretionBook Entry Shares, delivery shall have the right be effected and risk of loss and title shall pass only upon adherence to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein in the letter of transmittal, and herein, which letter of transmittal shall be in such form and have such other reasonable provisions as the Parent may specify) and (ii) instructions for use in effecting the issuance surrender of Certificates and delivery Book Entry Shares in exchange for the Merger Consideration. Surrender of certificates representing Merger Consideration any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Certificate or Book Entry Shares for Company Common Shares converted in cancellation to the MergerPaying Agent, together with such letter of transmittal, duly completed and properly executed, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied such other documents as may reasonably be required by the Holder’s Certificate(s) Paying Agent, the holder of such Certificate or Book-Book Entry Shares, will Shares shall be entitled to receive such Holder’s portion in exchange therefor an amount of cash equal to the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each Consideration that such Certificate or Book-Entry Shares shall represent, for all purposes, only holder has the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares receive pursuant to Section 1.4 2.1(a)(iii), and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such the Certificate or Book-Book Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares so surrendered shall forthwith be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article IIcancelled. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of the Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall payment may be issued or paid in exchange therefor made to a Person person other than the Person person in whose name the Certificate or Book-Book Entry Shares so surrendered is or are registered if if, in the case of a Certificate, such Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer, or, in the case of Book Entry Shares, the person in whose name such Book Entry Shares are registered shall have delivered to the Paying Agent instruments of transfer and in such form as the Person Paying Agent may require in accordance with its customary procedures for the transfer for securities represented by book entry, and, in each case, the person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person person other than the registered holder of the such Certificate or Book-Book Entry Shares, Shares or establish to the reasonable satisfaction of Purchaser the Parent that the such Tax has been paid or is not applicable. The Exchange Agent (orUntil surrendered as contemplated by this Section 2.2, subsequent to the earlier of (x) the one-year anniversary of each Certificate and all Book Entry Shares shall be deemed at any time after the Effective Time and (y) to represent only the expiration or termination right to receive upon such surrender the amount of the Exchange Agent Agreementcash, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaserwithout interest, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of into which the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates formerly represented by such Certificate or Book-Book Entry Shares representing such Company Common Shares are presented for transfer have been converted pursuant to the Exchange Agent, they Section 2.1(a)(iii). No interest shall be cancelled and exchanged for paid or shall accrue on the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu payable upon surrender of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent Certificate or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsBook Entry Shares. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable after TD Banknorth shall appoint an agent, which shall be reasonably acceptable to Interchange (the “Exchange Agent”), for the purpose of exchanging certificates that immediately prior to the Effective Time, but in no event Time evidenced shares of Interchange Common Stock (the “Certificates”) for the Merger Consideration. (b) No later than five (5) business days Business Days following the Closing DateEffective Time, Purchaser TD Banknorth shall send cause the Exchange Agent to mail or cause to be sent make available to each holder of record of Company Common Shares immediately prior a Certificate a notice and letter of transmittal reasonably satisfactory to Interchange disclosing the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares effectiveness of the Merger and DPC Shares) or Purchaser) appropriate and customary the procedure for exchanging Certificates for the Merger Consideration. Such letter of transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, effected and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, pass only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) Certificates to the Exchange Agent. (c) At or prior to the Effective Time, TD Banknorth shall deliver, or cause TD Banknorth, NA to deliver, by wire transfer in immediately available funds, to the Exchange Agent for the benefit of the holders of Certificates (other than the holders of Treasury Stock) an amount of cash equal to the aggregate Merger Consideration for payment of the aggregate Merger Consideration to such holders of Certificates. (d) Each holder of any outstanding Certificate (other than holders of Treasury Stock) who surrenders such Certificate to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to the prompt payment of the Merger Consideration. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaserpractices. Each outstanding Certificate which is not surrendered to the Exchange Agent shall, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined except as provided in Section 1.4. Until so surrendered3.1, each such Certificate or Book-Entry Shares shall represent, for all purposes, evidence ownership of only the right to receive, receive the Merger Consideration without interest. (e) The Exchange Agent and TD Banknorth, as the case may be, shall not be obligated to deliver the Merger Consideration until the holder surrenders a Certificate as provided in this Section 3.2, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be reasonably required in each case by the Exchange Agent or TD Banknorth. If any check is to be issued in a name other than that in which the Certificate is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that the person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a check in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (f) Any portion of the Merger Consideration allocable cash delivered to such Certificate the Exchange Agent by TD Banknorth or Book-Entry Shares TD Banknorth, NA pursuant to Section 1.4 3.2(c) that remains unclaimed by the former shareholders of Interchange for six months after the Effective Time shall be delivered by the Exchange Agent to TD Banknorth or TD Banknorth, NA, as applicable. Any shareholders of Interchange who have not theretofore complied with Section 3.2(d) shall thereafter look only to TD Banknorth for the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Entity, the unclaimed items shall, to the extent permitted by abandoned property and any cash other applicable law, become the property of TD Banknorth or TD Banknorth, NA, as applicable (and to the extent not in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the Parties hereto shall be liable to any holder of Interchange Common Stock represented by any Certificate for any consideration paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect a public official pursuant to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Lawslaws. TD Banknorth, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article IITD Banknorth, NA and the record holder thereof Exchange Agent shall be entitled to receiverely upon the stock transfer books of Interchange to establish the identity of those persons entitled to receive the Merger Consideration, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable which books shall be conclusive with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Sharesthereto. (eg) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (orAgent, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration TD Banknorth or termination of the Exchange Agent AgreementTD Banknorth, Purchaser) NA shall be entitled to deduct and withhold from any amounts the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Company Common Shares Certificates such amounts as the Exchange Agent or Purchaser, as the case may be, it is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such paymentpayment under the Code or any state, local or foreign tax law or regulation thereunder. To the extent the that amounts are so withheld by the Exchange Agent Agent, TD Banknorth or PurchaserTD Banknorth, as the case may be, and paid over to the appropriate Governmental EntityNA, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares the Certificates in respect of whom which such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may bemade. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As Prior to the Effective Time, TCB shall appoint an exchange agent (the “Exchange Agent”) to act as the exchange agent hereunder. (b) At or promptly as practicable after the Effective Time, but TCB shall deposit with or make available to the Exchange Agent for exchange in no event accordance with this Section 1.06, the certificates or, at TCB’s option, evidence of shares in book entry form, representing the Stock Consideration, Cash Consideration and any cash payable in lieu of fractional shares (collectively, the “Exchange Fund”). (c) No later than five ten (510) business days following Business Days after the Closing DateEffective Time and subject to TCB’s receipt of a list of HBI’s shareholders in a format that is acceptable to the TCB, Purchaser TCB shall, or shall send or cause to be sent the Exchange Agent to, mail to each holder of record of Company Common Shares immediately prior to the Effective Time of certificates (other than with respect to Cancelled Shares and Dissenting Shares) representing shares of HBI Stock (each, a “Holder”Certificate,” it being understood that any reference herein to a “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of HBI Stock), (i) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectivelya letter of transmittal, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares each Certificate shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares such Certificate (or affidavits an affidavit of loss in lieu of such CertificatesCertificate and, if reasonably required by TCB or the Exchange Agent, the posting by such holder of HBI Stock of a bond in such amount as TCB may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate; provided, that the amount of such bond shall not exceed the amount of Merger Consideration to be received with respect to such Certificate) to the Exchange Agent. The Exchange Agent and shall accept each be substantially in such Certificate or evidence of Book-Entry Shares upon compliance with form and have such reasonable terms and conditions other provisions as shall be prescribed by the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices (the “Letter of Transmittal”), and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) instructions for use in surrendering each Certificate in exchange for the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the MergerConsideration, and (iii) the method of payment of any cash in lieu of a fractional Purchaser Common Shares where share of TCB Stock to be issued or paid in consideration therefor and any dividends or distributions to which such holder is entitled pursuant to this Section 1.06. The HBI shareholders will be entitled to receive the Holder Merger Consideration only after receipt by the Exchange Agent of a properly completed Letter of Transmittal and Accredited Investor Questionnaire. If a Letter of Transmittal contains an error, is incomplete or is not accompanied by all appropriate Certificates, then the Exchange Agent will notify that HBI shareholder promptly of the applicable Certificate has no right need for further information or documentation. No HBI shareholder shall be entitled to receive whole Purchaser Common Sharesany of the Merger Consideration until such shareholder properly completes an Accredited Investor Questionnaire that is true, correct and complete in all respects. Any shareholders that indicates that they that are a Non-Qualified Shareholder in an Accredited Investor Questionnaire, shall provide the Exchange Agent and/or TCB such additional information as reasonably requested in an order to enable TCB to make a determination as to whether such HBI shareholder is a Qualified Shareholder or Non-Qualified Shareholder. (cd) A Holder who has returned Within seven (7) Business Days after surrender to the Exchange Agent of its Certificate or Certificates, accompanied by a properly completed Letter of Transmittal, accompanied or within ten (10) Business Days after the Effective Time for any uncertificated shares of HBI Stock held of record in book-entry form (subject to receipt of any customary tax documentation that may be reasonably requested by the HolderExchange Agent), the Exchange Agent shall deliver to such holder of HBI Stock the Merger Consideration and any cash in lieu of a fractional share of TCB Stock to be issued or paid in consideration therefor in respect of the shares of HBI Stock represented by such holder’s Certificate(s) Certificate or Book-Entry SharesCertificates, and each Certificate surrendered will be entitled to receive such Holder’s portion canceled. TCB may, at its option, deliver any shares of the Merger Consideration, determined as provided TCB Stock in Section 1.4book-entry form. Until so surrendered, each such Certificate or Book-Entry Shares shall representrepresent after the Effective Time, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of a fractional Purchaser Common Shares share of TCB Stock to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance withwith this Section 1.06, and any dividends or distributions to which such holder is entitled pursuant toto this Section 1.06. Notwithstanding anything to the contrary herein, this Article IIno Certificate or Certificates shall be deemed surrendered to the Exchange Agent prior to the Effective Time. (de) No dividends or other distributions with respect to Purchaser Common Shares TCB Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares shares of TCB Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article IISection 1.06. However, upon surrender of such Certificate, the Merger Consideration, together with all such undelivered dividends or other distributions without interest, shall be delivered and paid with respect to each share represented by such Certificate. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article IISection 1.06, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions distributions, if any, with a record date at or after the Effective Time theretofore that are payable with respect to the whole number shares of Purchaser Common Shares represented by TCB Stock issuable with respect to such Certificate or Book-Entry Shares and not paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number shares of Purchaser Common Shares represented by TCB Stock issuable with respect to such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares TCB Stock issuable with respect to such Certificate or Book-Entry SharesCertificate. (ef) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares HBI Stock prior to the Effective Time that is not registered in the stock transfer records of CompanyHBI, the Merger Consideration (including and any cash in lieu of a fractional Purchaser Common Shares) share of TCB Stock to be issued or paid in consideration therefor shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares HBI Stock shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser TCB and the Exchange Agent that the Tax has been paid or is not applicable. The Exchange Agent . (or, subsequent to the earlier of (xg) the one-year anniversary of the Effective Time TCB and (y) the expiration or termination of the Exchange Agent AgreementAgent, Purchaser) as the case may be, shall be entitled to deduct and withhold withhold, if necessary, from any amounts consideration otherwise payable pursuant to this Agreement to any holder of Company Common Shares Person such amounts as TCB or the Exchange Agent or PurchaserAgent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Lawtax law, with respect to the making of such payment. To the extent the that amounts are so withheld by TCB or the Exchange Agent or PurchaserAgent, as the case may be, and paid over remitted to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares such Person in respect of whom which such deduction and withholding was made by TCB or the Exchange Agent or PurchaserAgent, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (gh) Any portion of the Exchange Fund that remains unclaimed by the Holders as shareholders of HBI at the one-year anniversary expiration of six (6) months after the Effective Time may shall be paid to PurchaserTCB. In such event, any Holder former shareholders of HBI who has have not theretofore complied with this Article II Section 1.06 shall thereafter look only to Purchaser TCB with respect to the Merger Consideration, any cash in lieu of any fractional shares, shares and any unpaid dividends and distributions on the Purchaser Common Shares TCB Stock deliverable in respect of each Company Common Share held share represented by a Certificate such Holder shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing. (i) Any other provision of this Agreement notwithstanding, none of PurchaserTCB, the Surviving Company, Corporation or the Exchange Agent or any other Person shall be liable to any former a holder of Company Common Shares HBI Stock for any amount amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Lawslaw. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable Promptly after the Effective Time, but in no event later than five (5) business days following Inergy shall instruct the Closing Date, Purchaser shall send or cause Exchange Agent to be sent mail to each record holder of record Common Units as of Company Common Shares immediately prior to the Effective Time (each, i) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that in respect of certificated units, delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates shall pass, only upon proper delivery of Certificate(sthe Certificates to the Exchange Agent, and shall be in customary form and agreed to by Inergy and Holdings prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or evidence Book-Entry Units in exchange for the Holdings Unitholder Consideration payable in respect of the Common Units represented by such Certificates or Book-Entry Units. Promptly after the Effective Time, upon surrender of Certificates, if any, for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents (including in respect of Book-Entry Shares Units) as may be required pursuant to such instructions, the holders of Common Units shall be entitled to receive in exchange therefor (A) New LP Units or affidavits PIK Units, as applicable, representing, in the aggregate, the whole number of loss New LP Units or PIK Units, as applicable, that such holder has the right to receive pursuant to this Article III (after taking into account all Common Units then held by such holder) and (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to this Article III, including cash payable in lieu of such Certificatesany fractional New LP Units and PIK Units pursuant to Section 3.4(e) and distributions pursuant to the Exchange AgentSection 3.4(c). The Exchange Agent No interest shall accept each such Certificate be paid or evidence accrued on any Holdings Unitholder Consideration or on any unpaid distributions payable to holders of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) Certificates or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4Units. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares Units that is not registered in the stock transfer records of CompanyHoldings, the Merger Holdings Unitholder Consideration (including cash payable in lieu respect of fractional Purchaser such Common Shares) shall Units may be issued or paid in exchange therefor to a Person other than the Person in whose name transferee, if the Certificate representing such Common Units or evidence of ownership of the Book-Entry Shares so surrendered is registered if Units are presented to the Certificate or BookExchange Agent, and in the case of both certificated and book-Entry Shares formerly representing entry Common Units, accompanied by all documents required to evidence and effect such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the payment or issuance to a Person delivery of the Holdings Unitholder Consideration in any name other than that of the registered record holder of such Common Units, or shall establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. Until the required documentation has been delivered and Certificates, if any, have been surrendered, as contemplated by this Section 3.4, each Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of Unit shall be deemed at any time after the Effective Time and (y) to represent only the expiration or termination of right to receive, upon such surrender, the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise Holdings Unitholder Consideration payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration Units and any cash in lieu of fractional Purchaser Common Shares units pursuant to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (gSection 3.4(e) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by to which such Holder as determined holder is entitled pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsSection 3.3. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable after No later than five Business Days following the Effective Time, but in no event later than five (5) business days following Parent shall cause the Closing Date, Purchaser shall send Exchange Agent to mail or cause to be sent make available to each holder of record of Company Common Shares immediately prior to a Certificate a notice and letter of transmittal disclosing the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares effectiveness of the Merger and DPC Shares) or Purchaser) appropriate and customary the procedure for exchanging Certificates for the Merger Consideration. Such letter of transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, effected and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, pass only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) Certificates to the Exchange Agent. (b) At or prior to the Effective Time, Parent shall deliver, or cause Parent Bank to deliver, by wire transfer in immediately available funds, to the Exchange Agent for the benefit of the holders of Certificates (other than the holders of Dissenting Shares and Treasury Stock) an amount of cash equal to the aggregate Merger Consideration for payment of the aggregate Merger Consideration to such holders of Certificates. (c) Each holder of any outstanding Certificate (other than holders of Dissenting Shares and Treasury Stock) who surrenders such Certificate to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to the prompt payment of the Merger Consideration. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaserpractices. Each outstanding Certificate which is not surrendered to the Exchange Agent shall, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined except as provided in Section 1.4. Until so surrendered3.03, each such Certificate or Book-Entry Shares shall represent, for all purposes, evidence ownership of only the right to receive, without interest, the portion of receive the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIwithout interest. (d) No dividends or other distributions with respect The Exchange Agent shall not be obligated to Purchaser Common Shares shall be paid to deliver the Merger Consideration until the holder surrenders a Certificate as provided in this Section 3.04, or, in default thereof, an appropriate affidavit of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, loss and indemnity agreement and/or a bond as may be reasonably required in each case unless by the Exchange Agent or Parent. If any check is to be issued in a name other than that in which the Certificate is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and until otherwise in proper form for transfer and that the surrender of person requesting such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject exchange pay to the effect Exchange Agent any transfer or other tax required by reason of the issuance of a check in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Any portion of the cash delivered to the Exchange Agent by Parent or Parent Bank pursuant to Section 3.04(b) that remains unclaimed by the former shareholders of the Company for six months after the Effective Time shall be delivered by the Exchange Agent to Parent or Parent Bank, as applicable. Any shareholders of the Company who have not theretofore complied with Section 3.04(c) shall thereafter look only to Parent for the Merger Consideration. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parent or Parent Bank, as applicable (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the parties hereto shall be liable to any holder of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar Lawslaws. Parent, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, Parent Bank and the record holder thereof Exchange Agent shall be entitled to receiverely upon the stock transfer books of the Company to establish the identity of those persons entitled to receive the Merger Consideration, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable which books shall be conclusive with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Sharesthereto. (ef) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (orAgent, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration Parent or termination of the Exchange Agent Agreement, Purchaser) Parent Bank shall be entitled to deduct and withhold from any amounts the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Company Common Shares Certificates such amounts as the Exchange Agent or Purchaser, as the case may be, it is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such paymentpayment under the Code or any state, local or foreign tax law or regulation thereunder. To the extent the that amounts are so withheld by the Exchange Agent Agent, Parent or Purchaser, as the case may be, and paid over to the appropriate Governmental EntityParent Bank, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares the Certificates in respect of whom which such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may bemade. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable after following the Effective Time, but and in no event later than five the fourth (54th) business days following day thereafter, Parent shall cause the Closing Date, Purchaser shall send or cause Paying Agent to be sent mail to each holder of record of Company Common Shares a certificate (an “Amedisys Certificate”) that immediately prior to the Effective Time represented outstanding shares of Amedisys Common Stock (each, i) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery of Amedisys Certificates shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Amedisys Certificates shall pass, pass only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares the Amedisys Certificates (or affidavits of loss in lieu of such Certificatesthereof) to the Exchange Paying Agent, and which shall be in the form and have such other provisions as are reasonably acceptable to Parent and Amedisys) and (ii) instructions (which instructions shall be in the form and have such other provisions as are reasonably acceptable to Parent and Amedisys) for use in effecting the surrender of the Amedisys Certificates in exchange for the Per Share Merger Consideration. Upon surrender of an Amedisys Certificate (or affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Amedisys Certificate shall be entitled to receive the Per Share Merger Consideration. No holder of record of a book-entry share (an “Amedisys Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Amedisys Common Stock shall be required to deliver an Amedisys Certificate or letter of transmittal or surrender such Amedisys Book-Entry Shares to the Paying Agent, and in lieu thereof, upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder of such Amedisys Book-Entry Share shall be entitled, upon or following the Effective Time, to receive in exchange therefor the Per Share Merger Consideration. Until surrendered, in the case of an Amedisys Certificate, or exchanged for, in the case of an Amedisys Book-Entry Share, in each case, as contemplated by this Section 3.2(c), each Amedisys Certificate or Amedisys Book-Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration as contemplated by this Section 3.2(c). The Exchange Paying Agent shall accept each such Certificate Amedisys Certificates (or evidence affidavits of loss in lieu thereof) and make such payments and deliveries with respect to Amedisys Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices practices. No interest shall be paid or accrued for the benefit of holders of the Amedisys Certificates or Amedisys Book-Entry Shares on the Merger Consideration or any cash payable hereunder. With respect to Amedisys Book-Entry Shares held, directly or indirectly, through DTC, Parent and Amedisys shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry after the Effective Time and in accordance with this Agreement. (b) Purchaserany event on the Closing Date, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Amedisys Book-Entry Shares in accordance with this Article IIDTC’s customary surrender procedures and such other procedures as agreed by ▇▇▇▇▇▇, Amedisys, the record holder Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Per Share Merger Consideration to which the beneficial owners thereof shall be are entitled to receive, without interest, (i) the amount of dividends or other distributions with receive as a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance result of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may beArticle III. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable after the Effective Time, but in no event later than five ten (510) business days following thereafter, Parent shall cause the Closing Date, Purchaser shall send or cause Exchange Agent to be sent mail to each holder of record of Company Common Shares person who was, immediately prior to the Effective Time (eachTime, a “Holder”) (other than holder of record of one or more Old Certificates representing shares of Company Common Shares owned directly by Company Stock, a form of letter of transmittal (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Old Certificates shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Old Certificates to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms ) and conditions as instructions for use in effecting the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity surrender of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of Old Certificates in exchange for certificates representing Merger Consideration for Company the number of whole Parent Common Shares converted in the MergerShares, and (iii) the method of payment of any cash in lieu of fractional Purchaser Common Shares where shares and the Holder cash portion of the applicable Merger Consideration which the shares of Company Common Stock represented by such Old Certificate has no or Old Certificates shall have been converted into the right to receive whole Purchaser Common Shares. (c) A Holder who has returned a pursuant to this Agreement as well as any dividends or distributions to be paid in respect thereof pursuant to Section 2.3(b). From and after the Effective Time, upon proper surrender of an Old Certificate or Old Certificates for exchange and cancellation to the Exchange Agent, together with such properly completed Letter letter of Transmittaltransmittal, accompanied by duly executed, the Holder’s Certificate(s) holder of such Old Certificate or Book-Entry Shares, will Old Certificates shall be entitled to receive in exchange therefor, subject to Section 2.2, (i) a New Certificate representing that number of whole Parent Common Shares to which such Holder’s holder of Company Common Stock shall have become entitled pursuant to the provisions of Article I and (ii) a check representing the amount of (A) the cash portion of the Merger ConsiderationConsideration which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, determined (B) any cash in lieu of a fractional share which such holder has the right to receive in respect of the Old Certificate or Old Certificates surrendered pursuant to the provisions of this Article II, and (C) and dividends or distributions that the holder presenting such Old Certificates is entitled to, as provided in Section 1.4this Article II, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued with respect to any property to be delivered upon surrender of Old Certificates. Until so surrenderedsurrendered as contemplated by this Section 2.3, each such Old Certificate or Book-Entry Shares shall represent, for all purposes, be deemed at any time after the Effective Time to represent only the right to receive, without interestupon surrender, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued shares or paid in consideration therefor upon surrender respect of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, as contemplated by this Article IISection 2.3. (db) No dividends or other distributions declared with respect to Purchaser Parent Common Shares shall be paid to the holder of any unsurrendered Old Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the holder thereof shall surrender of such Old Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to After the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such an Old Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of receive any such dividends or other distributions with a record date after the Effective Time distributions, without any interest thereon, which theretofore had become payable with respect to the whole number of Purchaser Parent Common Shares which the shares of Company Common Stock represented by such Old Certificate or Book-Entry Shares and paid prior have been converted into the right to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Sharesreceive. (ec) In If any New Certificate representing Parent Common Shares is to be issued in a name other than that in which the event of a transfer of ownership of a Old Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid Old Certificates surrendered in exchange therefor to is or are registered, it shall be a Person other than condition of the Person in whose name issuance thereof that the Old Certificate or Book-Entry Shares Old Certificates so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that the Person person requesting such payment or issuance exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the payment or issuance to of a Person New Certificate representing Parent Common Shares in any name other than that of the registered holder of the Old Certificate or Book-Entry SharesOld Certificates surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of Purchaser the Exchange Agent that the such Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may bepayable. (fd) After the Effective Time, there shall be no transfers on the share stock transfer books of Company of the shares of Company Common Shares Stock that were issued and outstanding immediately prior to the Effective Time Time. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional Parent Common Shares shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Parent Common Shares shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other than rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to settle transfers each former stockholder of Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the volume-weighted average trading price of one Parent Common Share for the ten (10) day period in which both the Canadian and U.S. Markets are open for trading ending on the last such day immediately preceding the Closing Date, calculated using both Canadian and U.S. trading prices and volumes during normal market hours and assuming in respect of such trading prices on the TSX, for each trading day, the Bank of Canada daily noon Canada/U.S. exchange rate for the Canadian calculations (the “Parent Share Closing Price”) by (ii) the fraction of a Parent Common Share (rounded to the nearest thousandth when expressed in decimal form) to which such holder would otherwise be entitled (after taking into account all shares of Company Common Shares that occurred Stock owned by such holder as of immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II). (gf) Any portion of the Exchange Fund that remains unclaimed by the Holders as stockholders of the one-Company for one (1) year anniversary of after the Effective Time may shall be paid to Purchaserthe Surviving Corporation. In such event, any Holder Any former stockholders of Company who has have not theretofore complied with exchanged their Old Certificates pursuant to this Article II shall thereafter look only to Purchaser with respect to the Surviving Corporation for payment of the Merger Consideration, any cash in lieu of any fractional shares, shares and any unpaid dividends and distributions on the Purchaser Parent Common Shares deliverable in respect of each former share of Company Common Share held by Stock such Holder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of PurchaserParent, Company, the Surviving CompanyCorporation, the Exchange Agent or any other Person person shall be liable to any former holder of shares of Company Common Shares Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawslaws. (g) Parent shall be entitled to deduct and withhold, or cause Holdco, Company or the Exchange Agent to deduct and withhold, from the cash portion of the aggregate Merger Consideration, any cash in lieu of fractional Parent Common Shares, cash dividends or distributions payable pursuant to this Section 2.3 or any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent, Holdco, Company or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which the deduction and withholding was made by Parent, Holdco, Company or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Old Certificate to be lost, stolen or destroyed and and, if required by Parent, the posting by such Person person of a bond in such amount as the Exchange Agent Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares)Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the Merger Consideration and any cash in lieu of fractional shares and dividends or distributions deliverable in respect thereof in accordance with the terms of pursuant to this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable Promptly after the Effective Time, but in no event later than five the Surviving Corporation shall cause its transfer agent (5or a depository or trust institution of recognized standing selected by BancTrust and reasonably satisfactory to Peoples) business days following (the Closing Date, Purchaser shall send or cause “Exchange Agent”) to be sent to each holder of record of Company Common Shares immediately prior mail to the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) former shareholders of Peoples appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence the certificates theretofore representing shares of Book-Entry Shares Peoples Common Stock shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) certificates to the Exchange Agent). The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall each holder of shares of Peoples Common Stock (other than shares to be no transfers on the share transfer books canceled pursuant to Section 3.3 of Company this Agreement or as to which dissenters’ rights of the Company Common Shares that were appraisal have been perfected as provided in Section 3.4 of this Agreement) issued and outstanding immediately prior to at the Effective Time other than to settle transfers of Company Common Shares that occurred prior to shall surrender the Effective Time. If, after the Effective Time, Certificates certificate or Book-Entry Shares certificates representing such Company Common Shares are presented for transfer shares to the Exchange AgentAgent (or shall furnish customary documentation and indemnity if any such certificates are lost, they stolen or destroyed) and shall be cancelled and exchanged for promptly thereafter receive in exchange therefor the Merger Consideration and any cash provided in lieu Section 3.1 of fractional Purchaser Common Shares to be issued this Agreement, together with all undelivered dividends or paid distributions in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion respect of the Exchange Fund that remains unclaimed shares of BancTrust Common Stock received (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by the Holders as Section 3.5 of the one-year anniversary this Agreement, each holder of shares of Peoples Common Stock issued and outstanding at the Effective Time may be paid to Purchaser. In also shall receive, upon surrender of the certificate or certificates representing such eventshares, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and share of BancTrust Common Stock to which such holder may be otherwise entitled (without interest). The Surviving Corporation shall not be obligated to deliver the Merger Consideration to which any unpaid dividends and distributions on former holder of Peoples Common Stock is entitled as a result of the Purchaser Merger until such holder surrenders his certificate or certificates representing the shares of Peoples Common Shares deliverable Stock for exchange as provided in respect this Section 4.1. The certificate or certificates of each Company Peoples Common Share held by such Holder Stock so surrendered shall be duly endorsed as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any may require. Any other Person provision of this Agreement notwithstanding, neither the Surviving Corporation nor the Exchange Agent shall be liable to any former a holder of Company Peoples Common Shares Stock for any amount amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Lawsproperty Law. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (ai) As promptly as practicable after following the REIT Merger Effective Time, Time (but in no event later than five two (52) business days following Business Days thereafter), the Closing Date, Purchaser Surviving Entity of the REIT Merger shall send or cause the Exchange Agent to be sent mail (and to make available for collection by hand): (A) to each holder of record of one or more Certificates evidencing Company Common Shares immediately prior to the Effective Time Stock, (each, x) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the a “Letter of Transmittal”) that ), which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares such Certificates shall pass, pass only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares such Certificates (or affidavits of loss in lieu of such Certificatesthereof) to the Exchange Agent, and which Letter of Transmittal shall be in such form and have such other provisions as the Surviving Entity of the REIT Merger may reasonably specify, and (y) instructions for use in effecting the surrender of such Certificates in exchange for the REIT Common Merger Consideration into which the number of shares of Company Common Stock previously represented by such Certificates shall have been converted pursuant to this Agreement, together with any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 3.5(d) (which instructions shall provide that, at the election of the surrendering holder, (i) such Certificates may be surrendered by hand delivery or otherwise or (ii) the REIT Common Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 3.5(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder); (B) to each holder of record of one or more Certificates evidencing Company Preferred Stock, (x) a Letter of Transmittal, which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass only upon proper delivery of such Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent, and which Letter of Transmittal shall be in such form and have such other provisions as the Surviving Entity of the REIT Merger may reasonably specify, and (y) instructions for use in effecting the surrender of such Certificates in exchange for the applicable REIT Preferred Merger Consideration into which the number of shares of Company Series A Preferred Stock or Company Series C Preferred Stock, as applicable, previously represented by such Certificates shall have been converted pursuant to this Agreement, together with any amounts payable in respect of dividends or distributions on Company Series A Preferred Stock or Company Series C Preferred Stock, as applicable, in accordance with Section 3.5(d) (which instructions shall provide that, at the election of the surrendering holder, (i) such Certificates may be surrendered by hand delivery or otherwise or (ii) the REIT Preferred Merger Consideration in exchange therefor, together with any amounts payable in respect of dividends or distributions on Parent Common Shares in accordance with Section 3.5(d), may be collected by hand by the surrendering holder or by check or wire transfer to the surrendering holder), and (C) to each holder of a share of Company Restricted Stock, a certificate or, at Parent’s option, evidence of book-entry Parent Common Shares representing the REIT Common Merger Consideration into which the number of shares of Company Common Stock previously represented by such award shall have been converted pursuant to this Agreement. (ii) Upon surrender of a Certificate of Company Common Stock or Company Preferred Stock (or affidavit of loss in lieu thereof) for cancellation to the Exchange Agent, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or, at Parent’s option, evidence of book-entry Parent Common Shares representing the REIT Common Merger Consideration for each share of Company Common Stock or a certificate representing the applicable REIT Preferred Merger Consideration for each share of Company Preferred Stock, as applicable, formerly represented by such Certificate pursuant to the provisions of this Article III, plus any amounts that such holder has the right to receive in respect of dividends or distributions on Parent Common Shares or Parent Preferred Shares, as applicable, in accordance with Section 3.5(d), to be mailed, made available for collection by hand or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the REIT Merger Effective Time or (B) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof), and the Certificate or Company Common Stock or Company Preferred Stock (or affidavit of loss in lieu thereof) so surrendered shall be forthwith cancelled. The Exchange Agent shall accept each such Certificate Certificates (or evidence affidavits of Book-Entry Shares loss in lieu thereof) upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall practices. Until surrendered as promptly as practicable issue non-certificated Purchaser Common Shares represented contemplated by book-entry in accordance with this Agreement. (b) PurchaserSection 3.5, in the exercise each Certificate of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in Stock or Company Preferred Stock shall be deemed, at any time after the MergerREIT Merger Effective Time, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, represent only the right to receive, without interestupon such surrender, the portion of the REIT Common Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 the applicable REIT Preferred Merger Consideration, as applicable, as contemplated by this Article III, and any cash amounts payable in lieu respect of fractional Purchaser dividends or distributions on Parent Common Shares to in accordance with Section 3.5(d). No interest shall be issued paid or paid in consideration therefor accrued for the benefit of holders of such Certificates on the REIT Common Merger Consideration or the REIT Preferred Merger Consideration payable upon the surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IICertificates. (diii) No dividends or other distributions with respect As promptly as practicable following the REIT Merger Effective Time (but in no event later than two (2) Business Days thereafter), the Surviving Entity shall cause the Exchange Agent (A) to Purchaser Common Shares shall be paid issue to the each holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Company Common Stock or Common Preferred Stock, as applicable, that whole number of uncertificated Parent Common Shares represented therebyor Parent Preferred Shares, as applicable, that such holder is entitled to receive pursuant to Section 3.1(b) in each case unless and until the surrender respect of such Certificate or Book-Entry Shares, and (B) to issue and deliver to each holder of Book-Entry Shares occurs a check or wire transfer for any amounts payable in respect of dividends or distributions on Parent Common Shares or Parent Preferred Shares in accordance with this Article II. Subject Section 3.5(d) in each case, without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the effect of applicable abandoned propertyExchange Agent, escheat or similar Laws, following surrender of any and such Certificate or Book-Entry Shares in accordance with this Article IIshall then be cancelled. In lieu of a Letter of Transmittal, the record each holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect shall deliver to the whole number Exchange Agent an “agent’s message” in customary form (or such other evidence of Purchaser Common Shares represented by such Certificate transfer or surrender as the Exchange Agent may reasonably request). No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares with a record date after on the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance REIT Common Merger Consideration or REIT Preferred Merger Consideration, as applicable, payable in respect of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (eiv) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing shares of Company Common Shares Stock or Company Preferred Stock that is not registered in the stock transfer records of the Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) it shall be issued or paid in exchange therefor to a Person other than the Person in whose name the condition of payment that any Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares Stock or Company Preferred Stock surrendered in accordance with the procedures set forth in this Section 3.5(c) shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, or any Book-Entry Share shall be properly transferred, and that the Person requesting such payment or issuance shall pay have paid any transfer or Transfer Taxes and other similar Taxes required by reason of the payment of the REIT Common Merger Consideration or issuance the REIT Preferred Merger Consideration, as applicable, to a Person other than the registered holder of the Certificate or Book-Entry Shares, Share surrendered or establish shall have established to the reasonable satisfaction of Purchaser Parent that the such Tax either has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly Company shall cause each Securityholder to fully complete the investor questionnaire attached hereto as practicable after Exhibit D (the Effective Time"Investor Questionnaire"), but and the Company shall direct each Securityholder to accurately complete such Investor Questionnaire to be in no event all material respects true, correct and complete. No later than five (5) business days following Business Days prior to the Closing, Company and the Key Person shall use reasonable best efforts to cause each Securityholder to deliver to Parent a completed Investor Questionnaire. (b) To the extent that any Securityholder does not deliver an Investor Questionnaire by the fifth (5th) Business Day prior to Closing or a Securityholder, that is not an Accredited Investor nor a Sophisticated Investor (each as defined in the Investor Questionnaire), has failed to appoint a "purchaser representative" in accordance with Section 5.05(b) (each, an "Ineligible Securityholder"), then each such Securityholder will forfeit the right to receive Parent Common Shares and Parent may, rather than issuing Parent Common Shares to such Securityholders, in its sole discretion, choose to deliver to such Securityholder cash in the amount equal to such Securityholder's Pro Rata Share of the Closing Consideration as determined in accordance with the Payment Schedule and the valuation date and metrics originally used to determine the Closing Consideration ("Cash Consideration"), and the number of Parent Common Shares to be issued in accordance with the Closing Consideration will be reduced accordingly. To the extent Cash Consideration is paid in lieu of Parent Common Shares, all references to issuance of Parent Common Shares as Closing Consideration and all associated definitions, including the definitions of Closing Consideration and Allocated Consideration, shall be deemed amended to reflect the forgoing. (c) On the Closing Date, Purchaser Parent shall send or cause to be sent deliver to each holder Securityholder (i) a letter of record transmittal substantially in the form of Company Common Shares immediately prior to the Effective Time Exhibit E attached hereto (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “"Letter of Transmittal”) that "), which shall specify that delivery shall be effected, and risk of loss and title effected upon adherence to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied and which shall be in a customary form and agreed to by Parent and the Holder’s Certificate(sCompany prior to the Closing, and (ii) or Book-Entry Shares, will be entitled to receive such Holder’s portion of instructions for use in effecting the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Company Shares in accordance with, and any dividends or distributions to which for delivery of such holder is entitled pursuant to, this Article IISecurityholder's Allocated Consideration. (d) No dividends or other distributions Upon surrender to Parent of Company Shares, together with respect the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, such Securityholders shall be entitled to Purchaser receive in exchange therefor the Allocated Consideration pursuant to the provisions of this Article I (which in the case of Allocated Consideration consisting of Parent Common Shares shall be in uncertificated book-entry form). No interest shall be paid to or accrued for the holder benefit of any unsurrendered Certificate or Book-Entry Shares with Securityholders on the Allocated Consideration payable in respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article IICompany Shares. Subject If delivery of the Allocated Consideration is to the effect of applicable abandoned propertybe made to a Person other than a Securityholder, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof it shall be entitled to receive, without interest, (i) a condition of delivery that Company Shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the amount of dividends or Person requesting such delivery shall have paid any transfer and other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented Taxes required by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance reason of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In delivery of the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Allocated Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing Securityholder of such Company Common Shares surrendered or shall be properly endorsed or otherwise be in proper form for transfer and have established to the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason satisfaction of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser Surviving Company that the Tax has such Taxes either have been paid or is are not applicable. The Exchange Agent (orUntil surrendered as contemplated by this Section 1.03(d), subsequent to the earlier of (x) the one-year anniversary of each Company Share shall be deemed at any time after the Effective Time and (y) to represent only the expiration or termination of right to receive upon such surrender the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Allocated Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each such Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsShares. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable after Promptly following the Effective Time, Time (but in no event later than five ten (510) business days following the Closing Date, Purchaser Effective Time) Parent shall send or cause the Paying Agent to be sent mail to each registered holder of record of Company Common Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (each, a the “HolderCertificates”) or of non-certificated shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (other than Company Common Shares owned directly by Company i) a letter of transmittal in customary form (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates shall pass, only upon proper delivery of Certificate(s) or evidence the Certificates to the Paying Agent and which shall include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares Shares) and (ii) instructions for use in effecting the surrender of Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Per Share Merger Price to which such holder is entitled. Upon surrender of such Certificates) to Certificates (or affidavits of loss in lieu thereof), or in the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence case of Book-Entry Shares Shares, upon compliance adherence to the applicable procedures set forth in the letter of transmittal, for cancellation to the Paying Agent together with such reasonable terms letter of transmittal, properly completed and conditions as the Exchange Agent may impose to effect an orderly exchange thereof duly executed in accordance with normal the instructions thereto, and such other customary documents as may be reasonably required by the Paying Agent or pursuant to such instructions, the holders of such Certificates or Book-Entry Shares shall (A) be entitled to receive, and the Paying Agent shall (and Parent shall cause the Paying Agent to), in exchange practices therefor, transfer from the Exchange Fund to each such holder the Cash Portion of the Per Share Merger Price such holder has the right to receive pursuant to Section 5.1(c)(iii) hereof, and shall (B) be identified by Parent, or caused to be identified by Parent, in the register maintained by the CVR Rights Agent for the purpose of identifying the holders of CVRs pursuant to the terms of the CVR Agreement, as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry the holder of that number of CVRs such holder has the right to receive pursuant hereto, in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this CVR Agreement, governing (i) and the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied Stock formerly represented by the Holder’s Certificate(s) such Certificates or Book-Entry Shares, will be entitled to receive such Holder’s portion of and the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate Certificates or Book-Entry Shares so surrendered shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to forthwith be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) canceled. No dividends or other distributions with respect to Purchaser Common Shares shall interest will be paid or accrued on the Per Share Merger Price payable to the holder holders of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate Certificates or Book-Entry Shares. (e) . In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing shares of Company Common Shares that Stock which is not registered in the stock transfer records of the Company, the applicable Per Share Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall Price may be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered transferee if the Certificate or Book-Entry Shares formerly representing such shares of Company Common Shares shall be properly endorsed Stock is presented to the Paying Agent (or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason case of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish upon adherence to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the applicable procedures set forth in the letter of transmittal), accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the oneSection 5.2, each Certificate and each Book-year anniversary of Entry Share shall be deemed at any time after the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look represent only the right to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of receive for each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder share of Company Common Stock upon such surrender the Per Share Merger Price to which such share is entitled or the right to demand appraisal of Dissenting Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawsthe DGCL. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. If (ai) As promptly as practicable after the Effective Time, but in no event later than five at least three (53) business days following prior to the Closing Date, Purchaser shall send Date Parent has received the following from any Participating Holder: (x) a photocopy or cause to be sent to facsimile of each holder of record of Company Common Shares certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Stock to be exchanged pursuant to Section 1.6 (each, a the “HolderCertificates”) held by such Participating Holder, if any, (other than Company Common Shares owned directly by Company y) a photocopy or facsimile of a letter of transmittal in the form attached hereto as Exhibit E (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected), duly completed and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof validly executed in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Mergerinstructions thereto, and (iiiz) a photocopy or facsimile of such other documents as may be reasonably required pursuant to the method of payment of cash instructions set forth in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied and (ii) in connection with the Closing, Parent receives an original Certificate or Certificates held by such Participating Holder, if any, a duly executed Letter of Transmittal, and such other documents as may be reasonably required pursuant to the Holderinstructions in the Letter of Transmittal, then on the Closing Date in accordance with such Letter of Transmittal, Parent shall deliver: (x) to any such Participating Holder for whom the payment of Merger Consideration is not subject to wage or payroll tax withholding in exchange therefor the applicable the Merger Consideration payable at Closing in accordance with the terms hereof; and (y) to the Surviving Corporation’s Certificate(s(or other Affiliate’s) or Book-Entry Shares, will be entitled payroll agent an amount of cash equal to receive such Holder’s the portion of applicable Merger Consideration payable at the Closing to the Participating Holders for whom such payment is subject to wage or payroll tax withholding, and any Certificate so surrendered shall forthwith be canceled. If Parent has received such materials from any such Participating Holder later than three (3) business days prior to the Closing Date, then Parent shall deliver to such Participating Holder in exchange therefor the applicable Merger Consideration no later than three (3) business days after such receipt or three (3) business days after the date on which such Merger Consideration is otherwise due hereunder in accordance with the terms hereof, whichever is later. No interest shall be paid or accrued on any Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. Ifshall, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented represent for transfer all purposes only the right to receive the Exchange Agent, they shall be cancelled and exchanged for the applicable Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion respect of the Exchange Fund that remains unclaimed shares of Company Stock represented by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchasersuch Certificate. In such event, any Any Participating Holder who has not theretofore complied with this Article II Agreement shall thereafter be entitled to look only to Purchaser Parent (subject to abandoned property, escheat or other similar Laws) only as a general creditor thereof with respect to the applicable Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable Consideration payable in respect of each such shares of Company Common Share held by such Holder as determined pursuant to this Agreement, in each caseStock, without any interest thereon. Notwithstanding Parent shall provide the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 Stockholders’ Representative and the posting by such Person Payments Administrator upon reasonable request with (i) a list (updated prior to each post-closing payment) of a bond in such amount as all Participating Holders that have properly presented all of the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect above-required transmittal information and documents and are eligible to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the receive Merger Consideration deliverable and (ii) copies of all such transmittal documents (including payment information) and tax documents in respect thereof in accordance with the terms of this Agreement, including requirements of this Article IIParent’s possession.

Exchange Procedures. (a) Prior to the Effective Time, Parent shall select an exchange agent, agreed to by JCB (the “Exchange Agent”). No later than two business days prior to the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of JCB Common Stock (“Old Certificates”) and holders of non‑certificated shares of JCB Common Stock (“Book-Entry Shares”), for exchange in accordance with this Article III, sufficient funds for timely payment of the aggregate Merger Consideration to be paid pursuant to this Article III (the “Exchange Fund”). The Exchange Fund will be distributed in accordance with the Exchange Agent’s normal and customary procedures established in connection with merger transactions. (b) As promptly soon as practicable after the Effective Time, but and in no event later than five three (53) business days following thereafter, the Closing Date, Purchaser Exchange Agent shall send or cause to be sent mail to each holder of record of Company Common Shares immediately prior to the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) one or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) more Old Certificates or evidence of Book-Entry Shares a letter of transmittal (which shall passspecify that no Person shall have the right to receive the Merger Consideration until they deliver the Old Certificates, only upon delivery or a lost stock affidavit and indemnity in form reasonably satisfactory to the Exchange Agent, to the Exchange Agent) and instructions for use in effecting the surrender of Certificate(s) the Old Certificates or evidence Book-Entry Shares in exchange for the Merger Consideration that the holders of the Old Certificates or Book-Entry Shares are entitled to receive pursuant to Article III. Upon proper surrender of an Old Certificate or Book-Entry Shares (or affidavits delivery of loss in lieu of such Certificatesa lost stock affidavit and indemnity) for exchange and cancellation to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance , together with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter letter of Transmittaltransmittal, accompanied by duly executed, the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive holder of such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate Old Certificates or Book-Entry Shares shall represent, for all purposes, only be entitled to receive in exchange therefor the Merger Consideration which such holder has the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares receive in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Old Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer surrendered pursuant to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu provisions of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article IIIII. (gc) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, Neither the Exchange Agent or nor any other Person party hereto shall be liable to any former holder of Company JCB Common Shares Stock for any amount properly delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawslaws. (hd) In Any portion of the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of Exchange Fund that fact remains unclaimed by the Person claiming such Certificate shareholders of JCB on the business day after the one-year anniversary of the Effective Date shall be paid to be lost, stolen or destroyed and the posting by such Person Parent. Any shareholders of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it JCB who have not theretofore complied with respect this Article III shall thereafter look only to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange Parent for such lost, stolen or destroyed Certificate payment of the Merger Consideration deliverable in respect thereof in accordance with the terms of each share of JCB Common Stock such shareholder holds as determined pursuant to this Agreement, including requirements of this Article IIwithout any interest thereon.

Exchange Procedures. (a) As promptly as practicable Promptly after the Effective Time, but in no event later than five (5) business days following Lilis shall instruct the Closing Date, Purchaser shall send or cause Exchange Agent to be sent transmit to each holder record holder, as of record the Effective Time, of Company Common Shares an outstanding Certificate that immediately prior to the Effective Time represented shares of Brushy Common Stock (each, i) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Certificates to the Exchange Agent, and shall be in customary form and agreed to by Lilis and Brushy prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect of the shares of Brushy Common Stock represented by such Certificates. The Exchange Agent shall accept each such Certificate or evidence Promptly after the Effective Time, upon surrender of Book-Entry Shares upon compliance with such reasonable terms and conditions as Certificates for cancellation to the Exchange Agent together with such letters of transmittal, properly completed and duly executed, and such other documents as may impose be required pursuant to effect an orderly such instructions, the holders of such Certificates shall be entitled to receive in exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser therefor shares of Lilis Common Shares represented by book-entry in accordance with this Agreement. (b) PurchaserStock representing, in the exercise aggregate, the whole number of its reasonable discretion, shall shares of Lilis Common Stock that such holders have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu 2.1 (after taking into account all shares of fractional Purchaser Brushy Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented Stock then held by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) holder). In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company shares of Brushy Common Shares Stock that is was not registered in the stock transfer records of CompanyBrushy, the Merger Consideration (including cash payable in lieu respect of fractional Purchaser such shares of Brushy Common Shares) shall Stock may be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered transferee if the Certificate or Book-Entry Shares formerly representing such Company shares of Brushy Common Shares shall be properly endorsed or otherwise be in proper form for Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such payment or issuance exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the payment or issuance to a Person delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate or Book-Entry Sharessurrendered, or shall establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreementthat such Taxes have been paid or are not payable. Until surrendered as contemplated by this Section 2.3, Purchaser) each Certificate, other than Certificates representing Dissenting Shares, shall be entitled deemed at any time after the Effective Time to deduct and withhold from any amounts otherwise represent only the right to receive upon such surrender the Merger Consideration payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books shares of Company of the Company Brushy Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held Stock represented by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar LawsCertificate. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable Promptly after the Effective Time, but in no event later than five UPC and Magna shall cause the exchange agent selected by UPC (5the "Exchange Agent") business days following the Closing Date, Purchaser shall send or cause to be sent to each holder of record of Company Common Shares immediately prior mail to the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) former shareholders of Magna appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence the certificates theretofore representing shares of Book-Entry Shares Magna Common Stock shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) certificates to the Exchange Agent). The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance may establish reasonable and customary rules and procedures in connection with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4duties. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall each holder of shares of Magna Common Stock (other than shares to be no transfers on the share transfer books canceled pursuant to Section 3.3 of Company of the Company Common Shares that were this Agreement) issued and outstanding immediately prior to at the Effective Time other than to settle transfers of Company Common Shares that occurred prior to shall surrender the Effective Time. If, after the Effective Time, Certificates certificate or Book-Entry Shares certificates representing such Company Common Shares are presented for transfer shares to the Exchange AgentAgent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1 of this Agreement, they shall be cancelled together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the extent required by Section 3.4 of this Agreement, each holder of shares of Magna Common Stock issued and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of outstanding at the Effective Time may be paid to Purchaser. In also shall receive, upon surrender of the certificate or certificates representing such eventshares, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and share of UPC Common Stock to which such holder may be otherwise entitled (without interest). UPC shall not be obligated to deliver the consideration to which any unpaid dividends and distributions on former holder of Magna Common Stock is entitled as a result of the Purchaser Merger until such holder surrenders such holder's certificate or certificates representing the shares of Magna Common Shares deliverable Stock for exchange as provided in respect this Section 4.1. The certificate or certificates of each Company Magna Common Share held by such Holder Stock so surrendered shall be duly endorsed as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any may require. Any other Person provision of this Agreement notwithstanding, neither UPC nor the Exchange Agent shall be liable to any former a holder of Company Magna Common Shares Stock for any amount amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Laws. (h) In the event any Certificate shall have been lost, stolen or destroyed, upon the making property Law. Adoption of an affidavit of that fact this Agreement by the Person claiming such Certificate to be lost, stolen or destroyed and shareholders of Magna shall constitute ratification of the posting by such Person appointment of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article IIAgent.

Exchange Procedures. (a) As promptly as practicable after Immediately prior to the Effective Time, but Parkvale shall deposit in no event trust with an exchange agent designated by Parkvale and reasonably acceptable to Advance (the "Exchange Agent") cash in an amount equal to the Aggregate Merger Consideration. No later than five (5) business days following the Closing DateEffective Time, Purchaser Parkvale shall send or cause the Exchange Agent to be sent mail to each holder of record of Company Common Shares a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Advance Common Stock a notice and letter of transmittal (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, effected and risk of loss and title to Certificate(s) or evidence the certificates theretofore representing shares of Book-Entry Shares Advance Common Stock shall pass, pass only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) certificates to the Exchange Agent) advising such holder of the effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Advance Common Stock in exchange for the consideration set forth in Section 1.07 hereof deliverable in respect thereof pursuant to this Agreement. Within five business days following receipt of surrendered certificates and a properly completed letter of transmittal, the Exchange Agent shall deliver the Merger Consideration to which such former holder is entitled to each former Advance stockholder. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares certificates upon compliance with such reasonable terms and conditions as the Exchange Agent reasonably may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreementpractices. (b) PurchaserEach outstanding certificate which prior to the Effective Time represented Advance Common Stock (other than Dissenting Shares) and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, in except as otherwise herein provided, until duly surrendered to the exercise of its reasonable discretionExchange Agent, shall have be deemed to evidence the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers further transfer on the share transfer books records of Company Advance of the Company certificates representing shares of Advance Common Shares that were issued Stock and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing if such Company Common Shares certificates are presented to Advance for transfer to the Exchange Agenttransfer, they shall be cancelled and exchanged for against delivery of the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article IIas hereinabove provided. (gc) Parkvale shall not be obligated to deliver the Merger Consideration to which a holder of Advance Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the certificate or certificates representing the shares of Advance Common Stock for exchange as provided in this Section 1.08, or, in lieu thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required in each case by Parkvale. If payment of the Merger Consideration is to be made in a name other than that in which the certificate evidencing Advance Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the certificate and otherwise in proper form for transfer and that the person requesting such payment pay to the Exchange Agent in advance, any transfer or other tax required by reason of the payment in any name other than that of the registered holder of the certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) Any portion of the Aggregate Merger Consideration delivered to the Exchange Fund Agent by Parkvale pursuant to Section 1.07 that remains unclaimed by the Holders as stockholders of the one-year anniversary of Advance for six months after the Effective Time may (as well as any proceeds from any investment thereof) shall be paid delivered by the Exchange Agent to PurchaserParkvale. In such event, any Holder Any stockholders of Advance who has have not theretofore complied exchanged their shares of Advance Common Stock for the Merger Consideration in accordance with this Article II Agreement shall thereafter look only to Purchaser with respect to Parkvale for the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares consideration deliverable in respect of each Company share of Advance Common Share held by Stock such Holder stockholder holds as determined pursuant to this Agreement, in each case, Agreement without any interest thereon. Notwithstanding If outstanding certificates for shares of Advance Common Stock are not surrendered or the foregoing, none payment for them is not claimed prior to the date on which payment of Purchaserthe Merger Consideration would otherwise escheat to or become the property of any governmental unit or agency, the Surviving Companyunclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Parkvale (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any person previously entitled to such property. Neither the Exchange Agent or nor any other Person party to this Agreement shall be liable to any former holder of Company Common Shares stock represented by any certificate for any amount delivered in good faith consideration paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) laws. Parkvale and the Exchange Agent shall be entitled to rely upon the stock transfer books of Advance to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. 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 the posting by such Person of a bond in such amount as dispute with respect to ownership of stock represented by any certificate, Parkvale and the Exchange Agent may determine is reasonably necessary as indemnity against shall be entitled to deposit any claim that may consideration represented thereby in escrow with an independent third party and thereafter be made against it relieved with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article IIclaims thereto.

Exchange Procedures. (a) As promptly as practicable Promptly after the Effective Time, but in no event later than five (5) business days following Parent shall instruct the Closing Date, Purchaser shall send or cause Exchange Agent to be sent mail to each holder of record of Company Common Shares a certificate or certificates (“Certificates”) that immediately prior to the Effective Time (each, a “Holder”) (other than represented outstanding shares of Company Common Shares owned directly by Company Stock which were converted into the right to receive shares of Parent Series B Preferred Stock and the Cash Portion of the Merger Consideration pursuant to Section 1.6, (other than Trust Account Shares and DPC Sharesi) or Purchaser) appropriate and a letter of transmittal in customary transmittal materials form (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates shall pass, only upon proper delivery of Certificate(sthe Certificates to the Exchange Agent and which letter shall be reasonably acceptable to the Company), and (ii) or evidence instructions for use in effecting the surrender of Book-Entry Shares the Certificates in exchange for certificates representing shares of Parent Series B Preferred Stock and the Cash Portion of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Series B Preferred Stock into which their shares of Company Common Stock were converted at the Effective Time (or affidavits of loss and any payment in lieu of fractional shares that such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall holders have the right to make all determinations, consistent with receive pursuant to Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)) and the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion Cash Portion of the Merger Consideration, determined as provided in Section 1.4and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, each such Certificate or Book-Entry Shares shall representoutstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of whole shares of Parent Series B Preferred Stock into which such shares of Company Common Stock shall have been so converted (and the right to receive, without interest, receive an amount in cash in lieu of the portion issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)) and the right to receive the Cash Portion of the Merger Consideration. No interest will be paid or accrued on any Cash Portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued shares of Parent Series B Preferred Stock or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and on any unpaid dividends or distributions payable to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder holders of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article IICertificates. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing shares of Company Common Shares Stock that is not registered in the stock transfer records of the Company, a certificate representing the proper number of shares of Parent Series B Preferred Stock and the appropriate amount of the Cash Portion of the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall contemplated by Section 1.6 may be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered transferee if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder shares of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, Stock is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled accompanied by all documents required to evidence and exchanged for the Merger Consideration effect such transfer and by evidence that any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event any Certificate shall stock transfer taxes 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article IIpaid.

Exchange Procedures. (ai) As promptly as reasonably practicable after the Effective TimeTime (and in any event within three (3) Business Days thereafter), but in no event later than five (5) business days following the Closing Date, Purchaser Surviving Corporation shall send or cause the Paying Agent to be sent deliver to each holder of record record, as of Company Common Shares immediately prior to the Effective Time, of (A) an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (eachthe “Certificates”) or (B) if required by the processes and procedures of the Paying Agent, shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Certificates shall pass, only upon proper delivery of Certificate(s) or evidence the Certificates to the Paying Agent or, in the case of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) Shares, upon adherence to the Exchange Agent. The Exchange Agent procedures set forth in the Letter of Transmittal, if applicable, and which shall accept each such Certificate or evidence be in a customary form and agreed to by the parties prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares upon compliance with Shares, the surrender of such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchasershares, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity for payment of the Letters Merger Consideration. Each holder of Transmittal and compliance by any Holder with Certificates or Book-Entry Shares may thereafter until the procedures set forth therein and herein, first (ii1st) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder anniversary of the applicable Certificate has no right Effective Time surrender such Certificates or Book-Entry Shares to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed the Paying Agent, as agent for such holder, under cover of the Letter of Transmittal, accompanied by if applicable. (ii) Upon surrender to the Holder’s Certificate(s) Paying Agent of a Certificate or Book-Entry Shares, will together with the Letter of Transmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be entitled to receive such Holder’s portion reasonably required by the Paying Agent, the holder of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right be entitled to receive, without interest, the portion of receive in exchange therefor the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in for each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares share formerly represented by such Certificate or Book-Entry Shares Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after Share shall then be canceled. No interest shall be paid or accrued for the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance benefit of holders of the Purchaser Common Certificates or Book-Entry Shares issuable with on the Merger Consideration payable in respect to such Certificate of the Certificates or Book-Entry Shares. (e) In the event . If payment of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall is to be issued or paid in exchange therefor made to a Person other than the Person in whose name the Certificate or Book-Entry Shares holder of record of such shares of Company Common Stock, it shall be a condition of payment that such shares of Company Common Stock so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or shall be otherwise be in proper form for transfer and that the Person requesting such payment or issuance shall pay have paid any transfer or and other similar Taxes required by reason of the payment or issuance of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.3(d)(ii), each Certificate or and each Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of Share shall be deemed at any time after the Effective Time and (y) to represent only the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled right to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares receive upon such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for surrender the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in as contemplated by this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable after the Effective Time, but in no event later than The Issuer will provide notice to Legence Parent at least seventy-five (575) business days following the Closing Date, Purchaser shall send or cause to be sent to each holder of record of Company Common Shares immediately prior to the Effective Time anticipated date of each Quarterly Exchange Date. Legence Parent shall exercise its right to make an Exchange as set forth in Section 2.1(a) above by providing written notice of Exchange (eachwhich in the case of an Exchange that is not a Block Exchange, a “Holder”must be delivered at least sixty (60) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) days prior to the applicable Quarterly Exchange Agent. The Exchange Agent shall accept Date) substantially in the form of Exhibit A hereto, duly executed by Legence Parent, in each such Certificate or evidence case delivered during normal business hours at the principal executive offices of Book-Entry Shares upon compliance with such reasonable terms the Issuer and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this AgreementLegence Holdings. (b) PurchaserIf the Issuer makes a valid Cash Election with respect to an Exchange, then in accordance with and subject to the terms set forth in the Legence Holdings LLC Agreement the Issuer shall deliver to Legence Holdings, and Legence Holdings shall deliver to Legence Parent, in each case, as directed by the exercise of its reasonable discretionrecipient Party by wire transfer or ACH, shall have the right to make all determinations, consistent with Cash Election Amount payable upon the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common SharesExchange. (c) A Holder who has returned If the Issuer does not make a properly completed Letter of Transmittalvalid Cash Election with respect to an Exchange, accompanied by then in accordance with and subject to the Holder’s Certificate(s) or Book-Entry Sharesterms set forth in the Legence Holdings LLC Agreement, will be entitled Issuer shall issue and contribute to receive such Holder’s portion of the Merger ConsiderationLegence Holdings, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares and Legence Holdings shall represent, for all purposes, only the right deliver to receive, without interestLegence Parent, the portion number of shares of Class A Common Stock issuable upon the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article IIExchange. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares terms set forth in accordance with this Article IIthe Legence Holdings LLC Agreement, the record holder thereof shall be entitled to receive, without interest, (i) Issuer may adopt reasonable procedures for the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance implementation of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures provisions set forth in this Article II, including, without limitation, procedures for the giving of notice of a Block Exchange and the surrender of Class B Units and shares of Class B Common Stock in the event that the Class B Units or shares of Class B Common Stock are uncertificated. Legence Parent may not revoke a notice of exchange relating to an Exchange that is not a Block Exchange delivered pursuant to Section 2.2(a) above without the consent of the Issuer, which consent may be provided or withheld, or made subject to such conditions, limitations or restrictions, as determined by the Issuer in its sole discretion. Such determinations need not be uniform and may be made selectively. (ge) Any portion Notwithstanding anything to the contrary herein, in accordance with Section 3.6(b) of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Legence Holdings LLC Agreement, the Issuer may in each case, without its sole discretion elect to settle any interest thereon. Notwithstanding Exchange hereunder by delivering shares of Class A Common Stock or the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable applicable Cash Election Amount directly to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue Legence Parent in exchange for such lost, stolen or destroyed Certificate Legence Parent’s delivery to the Merger Consideration deliverable in respect thereof in accordance Issuer of the corresponding Class B Units (together with the same number of shares of Class B Common Stock to the Issuer). Any such transaction shall otherwise be effected on the terms and in the manner provided herein and shall constitute an “Exchange” for all purposes of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable after Promptly following the Effective Time, but in no event later than five (5) business days following Parent and the Closing Date, Purchaser Surviving Corporation shall send or cause the Payment Agent to be sent mail to each holder of record of Company Common Shares as of immediately prior to the Effective Time Time: (each, i) a “Holder”) letter of transmittal in customary form (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon proper delivery of Certificate(sa certificate or certificates (the “Certificates”) or evidence of Book-Entry that immediately prior to the Effective Time represented outstanding Shares (excluding Owned Shares and Dissenting Shares) (or effective affidavits of loss in lieu thereof) or transfer of such Certificatesnon-certificated Shares (excluding Owned Shares and Dissenting Shares) represented by book entry (“Uncertificated Shares”) to the Exchange Payment Agent. The Exchange Agent shall accept each such Certificate ); and (ii) instructions for use in effecting the surrender of the Certificates or evidence transfer of Book-Entry the Uncertificated Shares upon compliance with such reasonable terms and conditions as in exchange for the Exchange Agent may impose Merger Consideration payable in respect thereof pursuant to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common the provisions of Article I. Each holder of Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall that have been converted into the right to make all determinations, consistent with receive the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will shall be entitled to receive such Holder’s portion the Merger Consideration in respect of the Merger ConsiderationShares represented by a Certificate or Uncertificated Share, determined upon (x) surrender to the Payment Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as provided may reasonably be requested by the Payment Agent, or (y) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in Section 1.4the case of a book-entry transfer of Uncertificated Shares. Until so surrendered, each such Certificate surrendered or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchasertransferred, as the case may be, is required to deduct from and withhold under after the Code, Effective Time each such Certificate or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts Uncertificated Share shall be treated represent for all purposes of this Agreement as having been paid only the right to receive the Merger Consideration payable in respect thereof pursuant to the holder provisions of Company Common Article I. If Certificates or Uncertificated Shares are presented to the Surviving Corporation after the Effective Time for any reason, they shall be canceled and exchanged for the Merger Consideration as provided for, and in respect accordance with the procedures set forth in Article I. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of whom such deduction Certificate or Uncertificated Share. From and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After after the Effective Time, there shall will be no further registration of transfers on the share transfer books of Company records of the Company Common Surviving Corporation of Shares that were issued and outstanding immediately prior to the Effective Time Time, other than transfers to settle transfers of Company Common Shares that occurred reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (ai) As promptly as practicable after Prior to the Effective Time, but in no event later than five (5) business days following the Closing DateCompany shall mail, Purchaser or shall send or cause the Paying Agent to be sent mail, to each holder of record of Company Common Shares immediately prior to the Effective Time (eachShareholder, Warrant Holder or Post-Closing Top-Up Right Holder, a “Holder”) letter of transmittal substantially in the form attached hereto as Exhibit F with such reasonable changes as the Paying Agent may require (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the a “Letter of Transmittal”) that ), which shall specify that delivery shall be effectedthe instructions for effecting the surrender of such holder’s Shares, Warrants or Post-Closing Top-Up Rights as applicable, and risk the certificates, if any, representing the same (the “Certificates”) in exchange for the relevant portion of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof Merger Consideration in accordance with normal exchange practices the Consideration Spreadsheet. The Paying Agent shall provide to Parent and the Company, as promptly as reasonably practicable upon receipt thereof, copies of each Letter of Transmittal delivered to the Paying Agent prior to the Closing. Notwithstanding anything herein to the contrary, after the Closing, all payments to which a Shareholder, Warrant Holder or Post-Closing Top-Up Right Holder may be entitled pursuant to this Section 3.7 or Section 3.13 shall only be made to such holder if such holder has delivered to the Paying Agent a properly completed and duly executed Letter of Transmittal and has surrendered to the Paying Agent the Certificates, if any, representing such holder’s Shares or Warrants, as applicable. (ii) Following the Closing, the Paying Agent shall as promptly as practicable issue non(and, if the applicable properly completed and duly executed Letter of Transmittal has been delivered, and the applicable Certificates have been surrendered, to the Paying Agent prior to the Closing, in any event within two (2) Business Days of the Closing Date) pay each Shareholder, Warrant Holder or Post-certificated Purchaser Common Shares represented by bookClosing Top-entry Up Right Holder the consideration to which it is entitled in each case in accordance with this AgreementSections 3.1(c), 3.1(d) or 3.3(a), as the case may be, and as set forth in the Consideration Spreadsheet, once such Securityholder has delivered to the Paying Agent a properly completed and duly executed Letter of Transmittal and has surrendered to the Paying Agent the Certificates, if any, applicable thereto. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate any Shares, Warrants or BookPost-Entry Shares representing Company Common Shares Closing Top-Up Rights that is are not registered in the stock transfer records of the Company, payment of the applicable portion of the Merger Consideration (including cash payable in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor respect thereof pursuant to this Article III to a Person other than the Person in whose name the Certificate Shares, Warrants or BookPost-Entry Shares Closing Top-Up Rights so surrendered is are registered if shall be conditioned on (in addition to the conditions set forth in this Agreement more generally for payment of Merger Consideration) (A) subject to Section 3.7(j), the Paying Agent being presented with the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be (if any) applicable thereto, properly endorsed or otherwise be in proper form for transfer or other evidence reasonably satisfactory to Parent and the Paying Agent that the Person requesting such payment or issuance shall pay is entitled thereto, and (B) the Person requesting such payment paying to the Surviving Company any transfer Taxes or other similar Taxes required by reason of the payment or issuance of such Merger Consideration to a Person other than the registered holder of the Certificate or Book-Entry such Shares, Warrants or Post-Closing Top-Up Rights, as applicable, or such Person shall establish to the reasonable satisfaction of Purchaser Parent that the Tax has such Taxes have been paid or is are not applicable. The Exchange Agent . (oriv) Until surrendered as contemplated by this Section 3.7 (including delivery of the applicable properly completed and duly executed Letter of Transmittal), subsequent to the earlier of (x) the one-year anniversary of each Certificate, if any, shall be deemed at any time after the Effective Time and (y) to represent only the expiration or termination right to receive upon such surrender the relevant portion of the Exchange Agent AgreementMerger Consideration which the holder thereof has the right to receive in respect of the Shares or Warrants, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable as applicable, represented by such Certificate pursuant to this Agreement Section 3.7 or Section 3.13. No interest shall be paid or will accrue on any cash payable to any holder of Company Common Shares such amounts as the Exchange Agent Shareholders, Warrant Holders or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect Post-Closing Top-Up Right Holders pursuant to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms provisions of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable Promptly after the Effective TimeTime (and in any event within three Business Days), but in no event later than five (5) business days following Parent and the Closing Date, Purchaser Surviving Corporation shall send or cause the Paying Agent to be sent mail to each holder of record of Company Common Shares immediately prior Certificates and to each holder of record of Book-Entry Shares, in each case whose shares were converted into the Effective Time right to receive the Merger Consideration pursuant to Section 4.2(a), (each, i) a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary letter of transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(sthe Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in such form and have such other provisions as Parent may reasonably specify and (ii) instructions for use in surrendering the Certificates or evidence Book-Entry Shares in exchange for the Merger Consideration payable with respect thereto. Upon surrender to the Paying Agent of a Certificate for cancellation, together with a duly completed and validly executed letter of transmittal or receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares, the holder of such Certificate or Book-Entry Shares shall pass, only upon delivery receive in exchange therefor the amount of Certificate(s) cash which the shares of Company Common Stock theretofore represented by such Certificate or evidence book-entry entitle such holder to receive pursuant to the provisions of this Article 4 and the Certificate or Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Exchange Agent. The Exchange Agent so surrendered shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will forthwith be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4canceled. Until so surrenderedsurrendered or transferred, as the case may be, each such Certificate or Book-Entry Shares Share shall represent, represent after the Effective Time for all purposes, purposes only the right to receive, without interest, the portion of receive the Merger Consideration allocable Consideration. No interest shall be paid or shall accrue on any cash payable to such Certificate holders of Certificates or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu the provisions of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II4. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares Stock that is not registered in the stock transfer records of the Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall payment may be issued or paid in exchange therefor made to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is are registered if the such Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer or such Book-Entry Shares shall be properly transferred and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the such Certificate or Book-Entry Shares, Shares or establish to the reasonable satisfaction of Purchaser Parent that the such Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly soon as reasonably practicable after the Effective Time, but in no event later than five Parent or the Surviving Corporation shall cause the Paying Agent (5and shall use its commercially reasonable efforts to cause the Paying Agent to do so by the fifth (5th) business days Business Day following the Closing Date, Purchaser shall send or cause date of the Effective Time) to be sent mail to each holder of record of Company Common a Certificate or Book-Entry Shares which immediately prior to the Effective Time represented outstanding shares of Seller Common Stock whose shares were converted pursuant to Section 3.1(c) into the right to receive the Merger Consideration, (each, i) a “Holder”) letter of transmittal (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) the Certificates or evidence of Book-Entry Shares Shares, as applicable, shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares the Certificates (or affidavits of loss in lieu of such Certificatesthereof pursuant to Section 3.2(h) to the Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(shereof) or Book-Entry SharesShares to the Paying Agent and shall be in such form and have such other provisions as Parent and Seller may mutually agree or the Paying Agent may reasonably specify), will be entitled to receive such Holder’s portion and (ii) instructions for effecting the surrender of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor upon surrender of such Certificate Certificates or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to exchange for the holder Merger Consideration. Upon surrender of any unsurrendered a Certificate or Book-Entry Shares with respect Share, as applicable, for cancellation to the Purchaser Common Shares represented therebyPaying Agent, together with such letter of transmittal duly completed and validly executed in each case unless accordance with the instructions thereto, and until such other documents as may reasonably be required pursuant to such instructions, the surrender holder of such Certificate or such Book-Entry Share shall be entitled to receive in exchange therefor cash equal to the Merger Consideration payable in respect of the shares of Seller Common Stock previously represented by such Certificate or such Book-Entry Share, and the Certificate or Book-Entry Shares occurs in accordance with this Article IIShare so surrendered shall immediately be cancelled. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Seller Common Shares that Stock which is not registered in the stock transfer records of CompanySeller, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall payment may be issued or paid in exchange therefor made to a Person other than the Person in whose name the Certificate or Book-Entry Shares Share so surrendered is registered registered, if such Certificate or such Book-Entry Share is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Shares formerly representing such Company Common Shares Share, as applicable, shall be properly endorsed deemed at any time after the Effective Time to represent only the right to receive, upon such surrender the Merger Consideration. No interest shall be paid or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay accrue on any transfer or other similar Taxes required by reason cash payable upon surrender of the payment or issuance to a Person other than the registered holder of the any Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may beShare. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the one-year anniversary of the Effective Time may be paid to Purchaser. In such event, any Holder who has not theretofore complied with this Article II shall thereafter look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Purchaser Common Shares deliverable in respect of each Company Common Share held by such Holder as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Purchaser, the Surviving Company, the Exchange Agent or any other Person shall be liable to any former holder of Company Common Shares for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) At the Effective Date, the Continuing Corporation shall deposit, or shall cause to be deposited, with its transfer agent or depository or trust institution approved by UBSH or FMB (the “Exchange Agent”), for the benefit of the holders of the Old FMB Capital Stock Certificates, certificates representing Continuing Corporation Common Stock (“New Certificates”), together with any dividends or distributions with respect thereto and any cash to be paid hereunder in lieu of fractional shares of Continuing Corporation Common Stock, without any interest thereon (the “Exchange Fund”), to be paid pursuant to Article 1 and this Article 2 in exchange for outstanding shares of FMB Capital Stock. (b) As promptly as practicable after the Effective Time, but in no event later than five (5) business days following the Closing Date, Purchaser the Continuing Corporation shall cause the Exchange Agent to send or cause to be sent to each holder former stockholder of record of Company Common Shares FMB immediately prior to before the Effective Time (each, a “Holder”) (other than Company Common Shares owned directly by Company (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary Date transmittal materials (collectively, for use in exchanging such stockholder’s Old FMB Capital Stock Certificates for New Certificates based upon the “Letter of Transmittal”) that shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares shall pass, only upon delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) to the Capital Stock Exchange Agent. The Exchange Agent shall accept each such Certificate or evidence of Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices and shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common SharesRatios. (c) A Holder who has returned a properly completed Letter The Continuing Corporation shall cause the New Certificates for shares of Transmittal, accompanied by Continuing Corporation Common Stock into which shares of FMB Capital Stock are converted at the Holder’s Certificate(s) Effective Date or Book-Entry Shares, will dividends or distributions which such stockholder shall be entitled to receive such Holder’s portion of the Merger Consideration, determined as provided in Section 1.4. Until so surrendered, each such Certificate or Book-Entry Shares shall represent, for all purposes, only the right to receive, without interest, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash to be paid in lieu of fractional Purchaser Common Shares shares to be issued or paid in consideration therefor to such stockholder upon surrender delivery to the Exchange Agent of such Certificate or Book-Entry Shares Old FMB Capital Stock Certificates, together with the transmittal materials duly executed and completed in accordance with, and with the instructions thereto. No interest will accrue or be paid on any dividends or distributions such cash to which such holder is entitled be paid pursuant to, this Article IIto Section 2.5. (d) No dividends or other distributions with respect to Purchaser Common Shares shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Shares. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Purchaser that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may be. (f) After the Effective Time, there shall be no transfers on the share transfer books of Company of the Company Common Shares that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Common Shares that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as stockholders of the one-year anniversary of FMB for six months after the Effective Time may Date shall be paid returned to Purchaserthe Continuing Corporation (together with any dividends or earnings in respect thereof). In such event, any Holder Any former stockholders of FMB who has have not theretofore complied with this Article II 2 shall thereafter be entitled to look only to Purchaser with respect to the Merger Consideration, any cash in lieu of any fractional sharesContinuing Corporation, and any unpaid dividends and distributions on only as a general creditor thereof, for payment of the Purchaser Common Shares consideration deliverable in respect of each Company Common Share held by share of FMB Capital Stock such Holder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none . (e) None of Purchaser, the Surviving Company, the Exchange Agent Agent, any of the parties hereto or any other Person of their respective Subsidiaries shall be liable to any former holder stockholder of Company Common Shares FMB for any amount of property delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawslaws. (h) 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 the posting by such Person of a bond in such amount as the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares), the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof in accordance with the terms of this Agreement, including requirements of this Article II.

Exchange Procedures. (a) As promptly as practicable after the Effective Time, but in no event later than five ten (510) business days following thereafter, Parent shall cause the Closing Date, Purchaser shall send or cause Exchange Agent to be sent mail to each holder of record of Company Common Shares person who was, immediately prior to the Effective Time (eachTime, a “Holder”) (other than holder of record of one or more Old Certificates representing shares of Company Common Shares owned directly by Company Stock and who theretofore has not submitted such holder’s Old Certificates with an Election Form, a form of letter of transmittal (other than Trust Account Shares and DPC Shares) or Purchaser) appropriate and customary transmittal materials (collectively, the “Letter of Transmittal”) that which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or evidence of Book-Entry Shares the Old Certificates shall pass, only upon proper delivery of Certificate(s) or evidence of Book-Entry Shares (or affidavits of loss in lieu of such Certificates) the Old Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Old Certificates in exchange for the consideration for which such person may be entitled pursuant to Section 1.5 and this Article II. The Exchange Agent shall accept each such After completion of the allocation procedure set forth in Section 2.3 and upon proper surrender of an Old Certificate or evidence of Book-Entry Shares upon compliance Old Certificates for exchange and cancellation to the Exchange Agent, together with such reasonable terms and conditions properly completed letter of transmittal or Election Form, as the Exchange Agent case may impose to effect an orderly exchange thereof in accordance with normal exchange practices and be, duly executed, the holder of such Old Certificate or Old Certificates shall as promptly as practicable issue non-certificated Purchaser Common Shares represented by book-entry in accordance with this Agreement. (b) Purchaser, in the exercise of its reasonable discretion, shall have the right to make all determinations, consistent with the terms of this Agreement, governing (i) the validity of the Letters of Transmittal and compliance by any Holder with the procedures set forth therein and herein, (ii) the issuance and delivery of certificates representing Merger Consideration for Company Common Shares converted in the Merger, and (iii) the method of payment of cash in lieu of fractional Purchaser Common Shares where the Holder of the applicable Certificate has no right to receive whole Purchaser Common Shares. (c) A Holder who has returned a properly completed Letter of Transmittal, accompanied by the Holder’s Certificate(s) or Book-Entry Shares, will be entitled to receive in exchange therefor, as applicable, a New Certificate and/or a check representing the amount of cash to which such Holder’s portion holder is entitled pursuant to Section 1.5 and this Article II, and the Old Certificate or Old Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued with respect to any property to be delivered upon surrender of the Merger Consideration, determined as provided in Section 1.4Old Certificates. Until so surrenderedsurrendered as contemplated by this Section 2.4, each such Old Certificate or Book-Entry Shares shall represent, for all purposes, be deemed at any time after the Effective Time to represent only the right to receive, without interestupon surrender, the portion of the Merger Consideration allocable to such Certificate or Book-Entry Shares pursuant to Section 1.4 and any cash in lieu of fractional Purchaser Common Shares to be issued shares or paid in consideration therefor upon surrender respect of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, as contemplated by this Article IISection 2.4. (db) No dividends or other distributions declared with respect to Purchaser Parent Common Shares shall be paid to the holder of any unsurrendered Old Certificate or Book-Entry Shares with respect to the Purchaser Common Shares represented thereby, in each case unless and until the holder thereof shall surrender of such Old Certificate or Book-Entry Shares occurs in accordance with this Article II. Subject to After the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such an Old Certificate or Book-Entry Shares in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of receive any such dividends or other distributions with a record date after the Effective Time distributions, without any interest thereon, which theretofore had become payable with respect to the whole number of Purchaser Parent Common Shares which the shares of Company Common Stock represented by such Old Certificate or Book-Entry Shares and paid prior have been converted into the right to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to the whole number of Purchaser Common Shares represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Purchaser Common Shares issuable with respect to such Certificate or Book-Entry Sharesreceive. (ec) In If any New Certificate representing Parent Common Shares is to be issued in a name other than that in which the event of a transfer of ownership of a Old Certificate or Book-Entry Shares representing Company Common Shares that is not registered in the stock transfer records of Company, the Merger Consideration (including cash in lieu of fractional Purchaser Common Shares) shall be issued or paid Old Certificates surrendered in exchange therefor to is or are registered, it shall be a Person other than condition of the Person in whose name issuance thereof that the Old Certificate or Book-Entry Shares Old Certificates so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Company Common Shares shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that the Person person requesting such payment or issuance exchange shall pay to the Exchange Agent in advance any transfer or other similar Taxes required by reason of the payment or issuance to of a Person New Certificate representing Parent Common Shares in any name other than that of the registered holder of the Old Certificate or Book-Entry SharesOld Certificates surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of Purchaser the Exchange Agent that the such Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Purchaser) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Company Common Shares such amounts as the Exchange Agent or Purchaser, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent or Purchaser, as the case may be, and paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Purchaser, as the case may bepayable. (fd) After the Effective Time, there shall be no transfers on the share stock transfer books of Company of the shares of Company Common Shares Stock that were issued and outstanding immediately prior to the Effective Time Time. (e) Notwithstanding anything to the contrary contained herein, no New Certificates or scrip representing fractional Parent Common Shares shall be issued upon the surrender for exchange of Old Certificates, no dividend or distribution with respect to Parent Common Shares shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other than rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to settle transfers each former stockholder of Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Closing Parent Share Value by (ii) the fraction of a Parent Common Share (rounded to the nearest thousandth when expressed in decimal form) which such holder would otherwise be entitled (after taking into account all shares of Company Common Shares that occurred Stock owned by such holder as of immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing such Company Common Shares are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the Merger Consideration and any cash in lieu of fractional Purchaser Common Shares to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II). (gf) Any portion of the Exchange Fund that remains unclaimed by the Holders as stockholders of the one-Company for one (1) year anniversary of after the Effective Time may shall be paid to Purchaserthe Surviving Corporation. In such event, any Holder Any former stockholders of Company who has have not theretofore complied with exchanged their Old Certificates pursuant to this Article II shall thereafter look only to Purchaser with respect to the Surviving Corporation for payment of the Merger Consideration, any cash in lieu of any fractional shares, shares and any unpaid dividends and distributions on the Purchaser Parent Common Shares deliverable in respect of each former share of Company Common Share held by Stock such Holder stockholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of PurchaserParent, Company, the Surviving CompanyCorporation, the Exchange Agent or any other Person person shall be liable to any former holder of shares of Company Common Shares Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Lawslaws. (g) Parent shall be entitled to deduct and withhold, or cause the Holdco or Exchange Agent to deduct and withhold, from the cash portion of the aggregate Merger Consideration, any cash in lieu of fractional Parent Common Shares, cash dividends or distributions payable pursuant to this Section 2.4 or any other cash amounts otherwise payable pursuant to this Agreement to any holder of Company Common Stock or Company Equity Awards such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld by Parent, Holdco or the Exchange Agent, as the case may be, and paid over to the appropriate governmental authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which the deduction and withholding was made by Parent, Holdco or the Exchange Agent, as the case may be. (h) In the event any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person person claiming such Old Certificate to be lost, stolen or destroyed and and, if required by Parent, the posting by such Person person of a bond in such amount as the Exchange Agent Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate (provided, that such bond requirement may be waived by Purchaser if substituted with an unqualified indemnity from any Company shareholder owning five or fewer Company Common Shares)Old Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Old Certificate the Merger Consideration and any cash in lieu of fractional shares and dividends or distributions deliverable in respect thereof in accordance with the terms of pursuant to this Agreement, including requirements of this Article II.