Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. (i) As soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise deliver to each record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "Certificates"), which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted into shares of Parent Common Stock pursuant to Section 3.1 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or 3.2(a) into the right other distributions pursuant to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective TimeSection 1.7(d), (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by contain such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Parent Common Stock, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and Parent Preferred into which their shares of Company Common Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in were converted at the amount equal to the cash payable Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any fractional dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of into which such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer been so converted and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable an amount in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of the issuance of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 3.3(h1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.7(d).

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, Time (but in no event more later than two Business Days 10 days after the Closing DateEffective Time), Parent shall instruct the Exchange Agent to shall mail or otherwise personally deliver to each holder of record holder, as (or his or her attorney-in-fact) of immediately prior to the Effective Time, of (A) a certificate or certificates that which immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable represented Shares (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares whose Shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Timeshares of Associated Common Stock pursuant to Section 1.06 and cash in lieu of Fractional Shares (if any), (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or(or an affidavit of lost certificate in a form reasonably acceptable to the Exchange Agent and, if reasonably required by the Exchange Agent, the posting of a bond, in such amount as the case of Book-Entry SharesExchange Agent may require, upon adherence as indemnity against any claim made against it with respect to the procedures set forth in the Letter of Transmittal, such lost certificate) and which shall be in a customary such form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stockhave such other provisions as Associated may reasonably specify), Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Associated Common Stock and cash in lieu of Fractional Shares (if any). The foregoing letter of transmittal and instructions shall be subject to prior approval of the Company, in which approval shall not be unreasonably withheld. At the case of Book-Entry Shares, the Effective Time and upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentexecuted, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions a certificate representing that number of this Article III (which whole shares of Parent Associated Common Stock which such holder has the right and cash in lieu of Fractional Shares (if any), (after taking into account all Shares then held by such holder) and the Certificate so surrendered shall forthwith be canceled and a certificate representing shares of Associated Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional Fractional Shares (if any) shall be sent as promptly as practicable to such holder. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Associated Common Stock pursuant to Section 3.3(hand the cash in lieu of Fractional Shares (if any) and dividends and other distributions pursuant to Section 3.3(g). No interest shall may be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made issued to a Person other than transferee if the record holder Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. The Exchange Agent shall make reasonable efforts to make available additional letters of transmittal and instructions to all such shares persons who become holders (or beneficial owners) of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so Stock. Certificates surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid exchange by any transfer and other Taxes required by reason affiliate of the payment Company shall not be exchanged for certificates representing shares of the applicable Merger Consideration or Phantom Share Consideration to Associated Common Stock and cash in lieu of Fractional Shares (if any) until Associated has received a Person other than the registered holder of written agreement from such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicableperson as provided in Section 4.04 hereof. Until surrendered as contemplated by this Section 3.3(b)(ii)1.07, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such certificate representing shares of Company Associated Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Fractional Shares (if any) as contemplated by Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g1.07(e).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent Acquiror ------------------- shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "CERTIFICATES"), which immediately prior to the Effective Time represents represented outstanding shares of Company Target Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.8(d), (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock have such other provisions as Acquiror may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Acquiror Common Stock, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Acquiror, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Acquiror Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable Stock, payment in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of which such holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.8(d).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "CERTIFICATES"), which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.7(d), (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by contain such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Parent Common Stock, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and Parent Preferred into which their shares of Company Common Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in were converted at the amount equal to the cash payable Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any fractional dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of into which such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer been so converted and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable an amount in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of the issuance of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 3.3(h1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.7(d).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1i) a letter of transmittal reasonably acceptable to the Company (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a reasonable and customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesform) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Parent Common Stock. Upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly properly completed and validly executed in accordance with the instructions theretoduly executed, and such other customary documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions a certificate representing that number of this Article III (which whole shares of Parent Common Stock and Parent Preferred which such holder has the right to receive in respect of the shares of Company Common Stock included in formerly represented by such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and Certificate (B) a check in the amount equal to the after taking into account all shares of Company Common Stock then held by such holder), cash payable in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h2.2(e) and any dividends and or other distributions to which such holder is entitled pursuant to Section 3.3(g2.2(c), and the Certificate so surrendered shall forthwith be canceled. No interest shall will be paid or accrued for the benefit on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. In the Certificates or Book-Entry Shares on event of a transfer of ownership of shares of Company Common Stock which is not registered in the applicable Merger Consideration or Phantom Share Consideration payable in respect transfer records of the Certificates or Book-Entry Shares. If payment Company, a certificate representing the proper number of the applicable Merger Consideration or Phantom Share Consideration is to shares of Parent Common Stock may be made issued to a Person other than transferee if the record holder of Certificate representing such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Sharesis presented to the Exchange Agent, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for accompanied by all documents reasonably required to evidence and effect such transfer and by evidence reasonably satisfactory that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes, if any, have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 3.3(b)(ii)2.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such certificate representing shares of Company Parent Common Stock and Company Preferred Stock and Vesting Phantom SharesStock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g2.2(c).

Exchange Procedures. (ia) As soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail At or otherwise deliver to each record holder, as of immediately prior to the Effective Time, NBC shall deposit, or shall cause to be deposited, with SunTrust Bank, Atlanta (the "Exchange Agent"), for the benefit of the holders of certificates of FFBS Common Stock for exchange in accordance with this Article I, certificates representing the shares of NBC Common Stock and an estimated amount of cash to be paid in lieu of fractional shares to be paid pursuant to this Article I in exchange for outstanding shares of FFBS Common Stock. (Ab) a certificate or Holders of record of certificates that which immediately prior to the Effective Time represents represented outstanding shares of Company FFBS Common Stock or Company Preferred Stock, as applicable (the “"Certificates”") or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted shall be instructed to tender such Certificates to the Exchange Agent pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of transmittal (“Letter that NBC shall deliver or cause to be delivered to such holders as promptly as practicable following the Effective Time. Such letter of Transmittal”), which transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the such Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a)Agent. (iic) Upon surrender Subject to Section 1.6, after the Effective Time, each holder of a Certificate(s) that surrenders such Certificate(s) to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter of Transmittalwill, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required upon acceptance thereof by the Exchange Agent, be entitled to (x) a certificate or certificates representing the number of whole shares of NBC Common Stock into which the shares represented by the Certificate(s) so surrendered (aggregating all Certificates surrendered by such holder) shall have been converted pursuant to this Agreement and (y) a check representing the amount of any cash in lieu of fractional shares, if any, and dividends and distributions, if any, which such holder has the right to receive hereunder with respect to the Certificate(s) so surrendered, in each case after giving effect to any required withholding tax. (d) The Exchange Agent shall accept Certificates upon compliance with such reasonable terms and conditions as NBC or the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Certificates shall be appropriately endorsed or accompanied by such instruments of transfer as the Exchange Agent may reasonably require. (e) All shares of NBC Common Stock issued upon surrender of Certificates in accordance with the terms hereof (including any cash paid pursuant to this Article I) shall be deemed to have been in full satisfaction of all rights pertaining to such shares of FFBS Common Stock represented thereby. After the Effective Time, holders of Certificates shall cease to have rights with respect to the shares previously represented by such Certificates, and their sole rights shall be to exchange such Certificates for the consideration provided for in this Agreement. (f) After the Effective Time, there shall be no further transfer on the records of FFBS of Certificates, and if such Certificates are presented to FFBS for transfer, they shall be canceled against delivery of the consideration provided therefor in this Agreement. NBC shall not be obligated to deliver the consideration to which any former holder of FFBS Common Stock is entitled as a result of the Parent Merger until such holder surrenders the Certificates as provided herein. Certificates surrendered for exchange by any person constituting an "affiliate" of FFBS for purposes of Rule 145 of the Securities Act, shall not be exchanged for certificates representing NBC Common Stock until NBC has received a written agreement from such person in the form attached hereto as Exhibit 1.5(f). Neither the Exchange Agent nor any party to this Agreement nor any Affiliate thereof shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or Book-Entry Shares similar laws. NBC and the Exchange Agent shall be entitled to rely upon the stock transfer books of FFBS to establish the identity of those persons entitled to receive consideration specified in exchange therefor this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, NBC and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (Ag) the applicable Merger Consideration or Phantom Share Consideration pursuant to the Notwithstanding any other provisions of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration Agreement, no dividends or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid declared or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time with respect to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company NBC Common Stock having a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate, and Company Preferred Stock and Vesting Phantom Shares, no cash payment in lieu of any fractional shares shall be paid to any such holder, until the holder shall surrender such Certificate as provided in this Section 1.5. Subject to the effect of Parent applicable laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing whole shares of NBC Common Stock to which issued in exchange therefor, without interest, (i) at the time of such holder is entitled pursuant to Section 3.3(h) and any surrender, the amount of dividends or other distributions with a record date on or after the Effective Time theretofore payable with respect to such whole shares of NBC Common Stock and not paid, less the amount of any withholding taxes which may be required thereon, and (ii) at the appropriate payment date subsequent to surrender, the amount of dividends or other distributions with a record date on or after the Effective Time but prior to surrender and a payment date subsequent to surrender payable with respect to such holder is entitled pursuant to Section 3.3(g)whole shares of NBC Common Stock, less the amount of any withholding taxes which may be required thereon.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "Certificates"), which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.7(d), (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by contain such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Parent Common Stock, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and Parent Preferred into which their shares of Company Common Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in were converted at the amount equal to the cash payable Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any fractional dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of into which such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer been so converted and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable an amount in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of the issuance of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 3.3(h1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.7(d).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent Surviving Corporation shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, Shares (other than holders of Excluded Shares) (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent orAgent, in the case such letter of Book-Entry Shares, upon adherence transmittal to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stockmay reasonably agree, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for (A) certificates representing shares of Parent Common Stock and (B) any unpaid dividends and other distributions and cash in lieu of fractional shares. Subject to Section 4.2(g), in the case of Book-Entry Shares, the upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentexecuted, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the applicable Merger Consideration or Phantom Share Consideration right to receive pursuant to the provisions of this Article III (which IV, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to issued in a Person name other than that in which the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicableCertificate surrendered in exchange therefor is registered, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and such exchange that the Person (as defined below) requesting such payment exchange shall have paid pay any transfer and or other Taxes taxes required by reason of the payment issuance of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)not applicable.

Exchange Procedures. (a) At or prior to the Effective Time, United shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of certificates formerly representing shares of CBTC Common Stock (“Old Certificates”) and holders of non-certificated shares of CBTC Common Stock (“Book-Entry Shares”), for exchange in accordance with this Article IV, (i) non-certificated shares of United Common Stock (collectively, “United Book-Entry Shares”) and (ii) an amount of cash necessary for payments required by Section 4.03 (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 soon as practicable after the Effective Time, but and in no event more later than two Business Days after the Closing Datefive (5) business days thereafter, Parent shall instruct the Exchange Agent to shall mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate one or certificates that immediately prior to the Effective Time represents shares of Company Common Stock more Old Certificates or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) Shares a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Old Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Old Certificates or Book-Entry Shares to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesAgent) and (2) instructions for use in effecting the surrender of the Old Certificates or, or Book-Entry Shares in the case of exchange for United Book-Entry Shares, if any, that the holders of the Old Certificates or Book-Entry Shares are entitled to receive pursuant to Article IV, and any cash in lieu of fractional shares into which the shares of CBTC Common Stock represented by the Old Certificates or Book-Entry Shares shall have been converted pursuant to this Agreement. Upon proper surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender to the Exchange Agent of a an Old Certificate or Book-Entry SharesShares for exchange and cancellation to the Exchange Agent, together with the Letter such properly completed letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentexecuted, the holder of such Certificate Old Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor (Ai) United Book-Entry Shares representing that number of whole shares of United Common Stock that such holder has the applicable Merger Consideration right to receive pursuant to Article IV, if any, and (ii) a check representing the amount of any cash in lieu of fractional shares which such holder has the right to receive in respect of the Old Certificates or Phantom Share Consideration Book-Entry Shares surrendered pursuant to the provisions of this Article III (which shares of Parent Common Stock IV, and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Old Certificates or Book-Entry Shares on so surrendered shall forthwith be cancelled. (c) If any Old Certificates or Book-Entry Shares representing CBTC Common Stock have been lost, mutilated, stolen, or destroyed, upon the applicable making of an affidavit of that fact by the Person claiming such Old Certificates or Book-Entry Shares to be lost, stolen, mutilated, destroyed or are otherwise missing, and, if requested by the Exchange Agent, the posting by such Person of a bond in such amount as the Exchange Agent reasonably directs as indemnity against any claim that may be made against it or United with respect to such Old Certificate or Book-Entry Shares, the Exchange Agent shall issue in exchange for such lost, mutilated, stolen, or destroyed Old Certificate or Book-Entry Shares the Merger Consideration as provided for in this Section 4.04. Neither the Exchange Agent, if any, nor any party hereto shall be liable to any former holder of CBTC Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or Phantom Share Consideration similar laws. (d) No dividends or other distributions with respect to United Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate or Book-Entry Shares representing shares of CBTC Common Stock converted in the Merger into the right to receive shares of such United Common Stock until the holder thereof shall be entitled to receive United Book-Entry Shares in exchange therefore in accordance with the procedures set forth in this Section 4.04. After becoming so entitled in accordance with this Section 4.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions by the Exchange Agent, without any interest thereon, which theretofore had become payable in with respect to shares of United Common Stock such holder had the right to receive upon surrender of the Old Certificates or Book-Entry Shares. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of CBTC on the business day after the one-year anniversary of the Effective Date shall be paid to United. If Any shareholders of CBTC who have not theretofore complied with this Article IV shall thereafter look only to United for payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom SharesConsideration, cash in lieu of any fractional shares of Parent and unpaid dividends and distributions on United Common Stock to which deliverable in respect of each share of CBTC Common Stock such holder is entitled shareholder holds as determined pursuant to Section 3.3(h) and this Agreement, in each case, without any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)interest thereon.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that ("CERTIFICATES") which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted into shares of Parent Common Stock pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time1.6, (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by contain such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Parent Common Stock. Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and Parent Preferred into which their shares of Company Common Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in were converted at the amount equal to the cash payable Effective Time, payment in lieu of fractional shares that such holders have the right to receive pursuant to Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock pursuant or on any unpaid dividends or distributions payable to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of Certificates. In the Certificates or Book-Entry Shares on event of a transfer of ownership of shares of Company Common Stock which is not registered in the applicable Merger Consideration or Phantom Share Consideration payable in respect transfer records of Company, a certificate representing the Certificates or Book-Entry Shares. If payment proper number of the applicable Merger Consideration or Phantom Share Consideration is to shares of Parent Common Stock may be made issued to a Person other than transferee if the record holder of Certificate representing such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Sharesis presented to the Exchange Agent, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)paid.

Exchange Procedures. (ia) As soon as reasonably practicable after the Effective Time, but in no any event more than two within five (5) Business Days after the Closing Datethereafter, Parent shall instruct the Exchange Agent to shall mail or otherwise deliver to each holder of record holderof Certificate(s) or Book-Entry Shares which, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration pursuant to Section 1.4 or Phantom Share Consideration at the Effective TimeSection 1.5 (“Exchanged Shares”), along with, in each case, any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesCertificate(s) and (2) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor pass, only upon delivery of Certificate(s) (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions affidavits of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable loss in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(hsuch Certificate(s)) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on to the applicable Merger Consideration or Phantom Share Consideration payable Exchange Agent and shall be substantially in respect such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of the Certificates Transmittal”)) and (ii) instructions for use in surrendering Certificate(s) or Book-Entry Shares. If payment of Shares in exchange for the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom SharesConsideration, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) be issued or paid in consideration therefor and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g2.2(c). (b) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s) accompanied by a properly completed Letter of Transmittal, a holder of Exchanged Shares will be entitled to receive promptly after such surrender, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the Exchanged Shares represented by its Certificate(s) or Book-Entry Shares. Until so surrendered, each such Certificate or Book-Entry Share shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Share, in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share 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 Share 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 shares of Parent Common Stock represented by such Certificate or Book-Entry 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 shares of Parent Common Stock 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 Parent Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the stock transfer records of the Company, the shares of Parent Common Stock plus any cash in lieu of fractional shares of Parent Common Stock comprising the Merger Consideration 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 Exchanged 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 Parent 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, Parent) shall be entitled to deduct and withhold from any cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such amounts as the Exchange Agent or Parent, 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. If, prior to the Closing Date, the Exchange Agent or Parent determines that any such deduction or withholding is so required as of the Effective Time, the Exchange Agent or Parent, as the case may be, shall notify the Company and the parties shall cooperate in good faith to reduce or eliminate such deduction or withholding. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely 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 Exchanged Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of such Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing any such shares of Company Common Stock are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock 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 rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the 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 Parent Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company as of the one (1) year anniversary of the Effective Time will be transferred to Parent. In such event, any former shareholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent Surviving Corporation shall instruct the Exchange Agent cause to mail or otherwise deliver be mailed to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted to be exchanged pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time1.6, (1) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Parent Common Stock. Upon surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender a Certificate to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) a certificate representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive pursuant to Sections 1.6 and 1.9, after giving effect to any required Tax (as defined herein) withholdings, and the Certificate so surrendered shall forthwith be canceled. At any time following the first anniversary of the Effective Time, all or any number of shares of Parent Preferred Common Stock included in such Merger Consideration (and any or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the all cash payable in lieu of any fractional shares of Parent Common Stock Stock) deposited with or made available to the Exchange Agent pursuant to Section 3.3(h) and dividends and other distributions pursuant 1.10(b), which remain undistributed to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect representing shares of the Certificates or Book-Entry Shares. If payment Company Common Stock, shall be delivered to Parent upon demand, and thereafter such holders of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such unexchanged shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed entitled to look only to Parent (subject to abandoned property, escheat or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established similar Laws) only as general creditors thereof with respect to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)for payment upon due surrender of their Certificates.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more later than two five (5) Business Days after the Closing Effective Date, Parent Acquiror shall instruct the Exchange Agent cause to mail or otherwise deliver be mailed to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represents represented outstanding shares of Company Target Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Timeshares of Acquiror Common Stock and cash in lieu of fractional shares pursuant to Section 1.6, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates to by the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalAgent, and which shall be in a customary such form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock have such other provisions as Acquiror may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Acquiror Common Stock and cash in lieu of fractional shares. Upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other customary documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) therefor, and Acquiror shall cause the applicable Merger Consideration or Phantom Share Consideration pursuant Exchange Agent to promptly send to the provisions holder, one or more certificates as requested by the holder (properly issued, executed and countersigned, as appropriate) representing the number of this Article III (which whole shares of Parent Acquiror Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the payment of cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only holder has the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) 1.6 and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g1.7(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Target Common Stock which is not registered in the transfer records of Target as of the Effective Time, shares of Acquiror Common Stock, dividends, distributions and cash in respect of fractional shares may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such shares of Target Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to Section 1.7(d) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive shares of Acquiror Common Stock into which such shares of Target Common Stock shall have been so converted and an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6.

Exchange Procedures. (i) As soon as practicable No later than promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates (“Certificates”) that immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of Parent Common Stock pursuant to Section 2.6(b), cash in lieu of any fractional shares pursuant to Section 2.6(g) and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 2.8(b), (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which shall specify that delivery include a joinder provision pursuant to which the signatory thereto shall agree to be effected, and risk of loss and title to bound by the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures provisions set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesARTICLE 9 hereof) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Parent Common Stock. Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Shares, Parent together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be reasonably required by the Exchange AgentParent (including any required Form W-9 or Form W-8), the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (Ax) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and (after aggregating all Certificates surrendered by such holder) into which such holder is entitled pursuant to Section 2.6(b), less the number of shares of Parent Preferred Common Stock included to be deposited in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and the Escrow Account pursuant to Section 2.9, (By) a check in the amount equal to the cash payable of dollars in lieu of any fractional shares of Parent Common Stock that such holders have the right to receive pursuant to Section 3.3(h2.6(g) and (z) any dividends and other or distributions payable pursuant to Section 3.3(g2.8(b). No interest shall be paid or accrued for the benefit of holders of , and the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall forthwith be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicablecanceled. Until surrendered as contemplated by this Section 3.3(b)(ii)so surrendered, each Certificate and each Book-Entry Share shall outstanding Certificates will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive upon such surrender thereof the applicable Merger Consideration or Phantom Share Consideration payable in respect number of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional whole shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h2.6(b), an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 2.6(g) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g2.8(b). No interest will be paid or accrued on any cash payable in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and cash payable in lieu of fractional shares may be issued to a transferee if the Certificate representing such shares of Company Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "Certificates") which immediately prior to the Effective Time represents represented outstanding shares of the Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of Parent Common Stock pursuant to Section 1.06(a), cash in lieu of any fractional shares pursuant to Section 1.06(d) and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.07(d), (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Parent Common Stock pursuant to Section 1.06(a), cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.06(d) and any dividends or other distributions pursuant to Section 1.07(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional whole shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii1.06(a), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only payment in lieu of fractional shares which such holders have the right to receive upon such surrender pursuant to Section 1.06(d) and any dividends or distributions payable pursuant to Section 1.07(d), and the applicable Merger Consideration or Phantom Share Consideration payable in respect Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.07(d) as to the payment of such shares dividends, to evidence the ownership of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu the number of any fractional full shares of Parent Common Stock to into which such holder is entitled shares of the Company Common Stock shall have been so converted pursuant to Section 3.3(h1.06(a), the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.06(d) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.07(d).

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fourth business day following the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, of Shares as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates Shares to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed substance reasonably satisfactory to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesCompany) and (2ii) instructions for use in effecting the surrender of the Certificates orShares in exchange for certificates representing whole shares of Parent Common Stock (or appropriate alternative arrangements made by Parent if uncertificated shares of Parent Common Stock will be issued), cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Exchange of any Shares held in book entry form shall be effected in accordance with the case of Book-Entry Shares, the Exchange Agent’s customary procedures with respect to securities held in book entry form. Upon surrender of such shares, Shares for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be reasonably required by the Exchange AgentAgent or Parent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions that number of this Article III (which whole shares of Parent Common Stock and Parent Preferred Stock included in (after taking into account all Shares surrendered by such Merger Consideration or Phantom Share Consideration holder) to which such holder is entitled pursuant to Section 2.1 (which shall be in uncertificated book-book entry form) and (B) form unless a physical certificate is affirmatively requested), payment by cash or check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock which such holder is entitled to receive pursuant to Section 3.3(h2.1(d) and any dividends and other or distributions payable pursuant to Section 3.3(g2.2(c), and the Shares so surrendered shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders If any portion of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to registered in the name of a Person person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicableperson in whose name the applicable surrendered Share is registered, it shall be a condition of payment to the registration thereof that shares so the surrendered shall Share be properly endorsed or shall be otherwise in proper form for transfer and that the Person person requesting such payment shall have paid delivery of the Merger Consideration pay any and all transfer and other similar Taxes required by reason to be paid as a result of such registration in the payment name of the applicable Merger Consideration or Phantom Share Consideration to a Person person other than the registered holder of such shares surrendered Share or shall have established establish to the satisfaction of the Surviving Company Exchange Agent that such Taxes either have been paid or are not applicablepayable. Until surrendered as contemplated by this Section 3.3(b)(ii2.2(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender surrender. No interest shall be paid or shall accrue on or with respect to the applicable Merger Consideration or Phantom Share Consideration on or with respect to any amount payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g2.2(c).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after Parent and the Closing Date, Parent Surviving Corporation shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, Shares (other than holders of Excluded Shares) (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent orAgent, in the case such letter of Book-Entry Shares, upon adherence transmittal to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company may reasonably agree prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common StockEffective Time, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for (A) certificates representing shares of Parent Common Stock and (B) any unpaid dividends and other distributions and cash in lieu of fractional shares. Subject to Section 4.2(h), in the case of Book-Entry Shares, the upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentexecuted, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article IV, (y) a check in the amount (after giving effect to any required tax withholdings) of (A) any cash in lieu of fractional shares plus (B) any unpaid dividends or other distributions that such holder has the applicable Merger Consideration or Phantom Share Consideration right to receive pursuant to the provisions of this Article III (which IV, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to issued in a Person name other than that in which the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicableCertificate surrendered in exchange therefor is registered, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and such exchange that the Person (as defined below) requesting such payment exchange shall have paid pay any transfer and or other Taxes taxes required by reason of the payment issuance of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)not applicable.

Exchange Procedures. (ia) As Appropriate transmittal materials ("Letter of Transmittal") shall be mailed as soon as reasonably practicable after the Effective Time, but and in no event more later than two Business Days 5 business days thereafter, to each holder of record of JSB Common Stock as of the Effective Time. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of JSB Common Stock to be converted thereby. (b) At and after the Closing DateEffective Time, Parent each certificate ("JSB Certificate") previously representing shares of JSB Common Stock (except as specifically set forth in Section 1.2) shall instruct represent only the Exchange Agent right to mail or otherwise deliver to each record holder, as of immediately prior receive the Merger Consideration. (c) Prior to the Effective Time, NFB shall deposit, or shall cause to be deposited, with such bank or trust company that is selected by NFB and is reasonably acceptable to JSB to act as exchange agent ("Exchange Agent"), for the benefit of (A) a certificate or certificates that immediately prior to the Effective Time represents holders of shares of Company JSB Common Stock or Company Preferred Stock, as applicable (for exchange in accordance with this Section 1.3, an estimated amount of cash sufficient to pay the “Certificates”) or (B) aggregate amount of cash in lieu of fractional shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted to be paid pursuant to Section 3.1 or 3.2(a1.2, and NFB shall reserve for issuance with its transfer agent and registrar a sufficient number of shares of NFB Common Stock to provide for payment of the Merger Consideration. (d) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of transmittal (“The Letter of Transmittal”), which Transmittal shall (i) specify that delivery shall be effected, and risk of loss and title to the JSB Certificates shall pass, only upon proper delivery of the JSB Certificates to the Exchange Agent orAgent, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall (ii) be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock contain any other provisions as NFB may vary in certain respects due to differences in the respective securities) reasonably determine and (2iii) include instructions for use in effecting the surrender of the JSB Certificates or, in exchange for the case of Book-Entry Shares, Merger Consideration. Upon the proper surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender JSB Certificates to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the a properly completed and duly executed Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares JSB Certificates shall be entitled to receive in exchange therefor (Am) a certificate representing that number of whole shares of NFB Common Stock that such holder has the applicable Merger Consideration or Phantom Share Consideration right to receive pursuant to the provisions of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) Section 1.2 and (Bn) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Sharesshares, as applicableif any, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only holder has the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) 1.2 and any dividends or other distributions to which such holder is entitled pursuant to this Section 3.3(g1.3. JSB Certificates so surrendered shall forthwith be canceled. As soon as practicable, but no later than 10 business days following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute NFB Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of NFB Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of JSB Common Stock not registered in the transfer records of JSB, the Merger Consideration shall be issued to the transferee thereof if the JSB Certificates representing such JSB Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of NFB and the Exchange Agent, (x) to evidence and effect such transfer and (y) to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to NFB Common Stock shall be remitted to any person entitled to receive shares of NFB Common Stock hereunder until such person surrenders his or her JSB Certificates in accordance with this Section 1.3. Upon the surrender of such person's JSB Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which theretofore had become payable with respect to shares of NFB Common Stock represented by such person's JSB Certificates. (f) From and after the Effective Time there shall be no transfers on the stock transfer records of JSB of any shares of JSB Common Stock. If, after the Effective Time, JSB Certificates are presented to NFB, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 1.3. (g) Any portion of the aggregate amount of cash to be paid in lieu of fractional shares pursuant to Section 1.2, any dividends or other distributions to be paid pursuant to this Section 1.3 or any proceeds from any investments thereof that remain unclaimed by the stockholders of JSB for six months after the Effective Time shall be repaid by the Exchange Agent to NFB upon the written request of NFB. After such request is made, any stockholders of JSB who have not theretofore complied with this Section 1.3 shall look only to NFB for the Merger Consideration deliverable in respect of each share of JSB Common Stock such stockholder holds, as determined pursuant to Section 1.2 of this Agreement, without any interest thereon. If outstanding JSB Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of NFB (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, none of NFB, NFB Bank, the Exchange Agent or any other person shall be liable to any former holder of JSB Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) NFB and the Exchange Agent shall be entitled to rely upon JSB's stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any JSB Certificate, NFB and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any JSB Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such JSB Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such JSB Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed JSB Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 1.2.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that (“Certificates”) which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of Parent Common Stock and cash pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.7(e) and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.7(d), (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by contain such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Parent Common Stock. Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and Parent Preferred Stock included in (after aggregating all Certificates surrendered by such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry formholder) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to into which such holder is entitled pursuant to Section 3.3(h1.6(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or required by applicable law or regulation), cash, payment in lieu of fractional shares that such holders have the right to receive pursuant to Section 1.7(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock and cash into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash payable pursuant to Section 1.6(a), in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock and cash may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. (i) As soon as practicable after Concurrently with the Effective Timemailing of the Consent Solicitation Statement, but in no event more than two Business Days after the Closing Date, Parent SMMC shall instruct direct the Exchange Agent to mail or otherwise deliver to each record holderholder of Company Common Stock or Company Preferred Stock evidenced by certificates (the “Certificates”) entitled to receive the Per Share Stock Consideration or Per Share Cash Consideration, as applicable, pursuant to Section 3.01: a letter of immediately prior transmittal, which shall be in a form reasonably acceptable to SMMC and the Effective Time, Company (the “Letter of Transmittal”) and which shall (A) have customary representations and warranties as to title, authorization, execution and delivery, (B) have a certificate customary release of all claims against SMMC and the Company arising out of or certificates that immediately prior related to the Effective Time represents such holder’s ownership of shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”C) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalAgent, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesD) and (2) include instructions for use in effecting the surrender of the Certificates or, pursuant to the Letter of Transmittal. Within two (2) Business Days (but in no event prior to the case of Book-Entry Shares, Effective Time) after the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender to the Exchange Agent of a Certificate all Certificates held by such holder for cancellation (to the extent such shares of Company Common Stock or Book-Entry SharesCompany Preferred Stock are or were certificated), together with the a Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other customary documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) therefore, and SMMC shall direct the applicable Merger Exchange Agent to deliver the Per Share Stock Consideration or Phantom the Per Share Consideration pursuant to the provisions of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom SharesCash Consideration, as applicable, it shall be a condition in accordance with the provisions of payment that shares Section 3.01 and Section 3.02, and the Certificate so surrendered shall forthwith be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicablecancelled. Until surrendered as contemplated by this Section 3.3(b)(ii)3.03, each Certificate and each Book-Entry entitled to receive the Per Share Stock Consideration or the Per Share Cash Consideration, as applicable, in accordance with Section 3.01 shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Per Share Stock Consideration or Phantom the Per Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom SharesCash Consideration, cash in lieu of any fractional shares of Parent Common Stock to which as applicable, that such holder is entitled pursuant to receive in accordance with the provisions of Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)3.01.

Exchange Procedures. (ia) As soon as practicable after the Effective TimeIn accordance with Section 1.08, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise deliver to each holders of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents formerly repre- senting shares of Company Seller Common Stock or Company Preferred Stock, as applicable (the “"Certificates”") or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant shall be instructed to Section 3.1 or 3.2(a) into the right tender such Certificates to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) Buyer pursu- ant to a letter of transmittal (“Letter of Transmittal”)that Buyer shall deliver or cause to be delivered to such holders, which letter of trans- mittal shall be included within the election forms distributed pursuant to Section 1.08. Such letters of transmittal shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the such Certificates to Buyer or the Exchange Ex- change Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(aas defined below). (iib) Upon surrender Subject to Section 1.12, after the Exchange Agent Effective Time, each previous holder of a Certificate that surrenders such Certificate to the Buyer or, at the election of Buyer, an exchange agent designated by Buyer (the "Exchange Agent") will, upon acceptance thereof by Buyer or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, be en- titled to a certificate or certificates representing the number of full shares of Buyer Common Stock or cash, as the case may be, into which the Certificate so surrendered shall have been converted pursuant to this Agreement and any distribution theretofore declared and not yet paid with respect to such shares of Buyer Common Stock, without interest. (c) Buyer or, at the election of Buyer, the Exchange Agent shall accept Certificates upon compliance with such rea- sonable terms and conditions as Buyer or the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Certificates shall be ap- propriately endorsed or accompanied by such instruments of transfer as Buyer or the Exchange Agent may require. (d) Each outstanding Certificate shall until duly surrendered to Buyer or the Exchange Agent be deemed to evi- dence ownership of the consideration into which the stock pre- viously represented by such Certificate shall have been con- verted pursuant to this Agreement. (e) After the Effective Time, holders of Certifi- ▇▇▇▇▇ shall cease to have rights with respect to the stock pre- viously represented by such Certificates, and their sole rights shall be to exchange such Certificates for the consideration provided for in this Agreement. After the Effective Time, there shall be no further transfer on the records of Seller of Certificates, and if such Certificates are presented to Seller for transfer, they shall be cancelled against delivery of the consideration provided therefor in this Agreement. Buyer shall not be obligated to deliver the consideration to which any former holder of Seller Common Stock is entitled as a result of the Merger until such holder surrenders the Certificates as provided herein. No dividends declared will be remitted to any person entitled to receive Buyer Common Stock under this Agree- ment until such person surrenders the Certificate representing the right to receive such Buyer Common Stock, at which time such dividends shall be remitted to such person, without inter- est and less any taxes that may have been imposed thereon. Certificates surrendered for exchange by any person constitut- ing an "affiliate" of Seller for purposes of Rule 145 of the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the "Securities Act"), shall not be exchanged for certificates representing Buyer Common Stock un- til Buyer has received a written agreement from such person in the form attached as Exhibit C. Neither the Exchange Agent nor any party to this Agreement nor any affiliate thereof shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or Book-Entry Shares similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of Seller to establish the identity of those persons entitled to receive consideration specified in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions of this Article III (Agreement, which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration books shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g).conclusive with respect

Exchange Procedures. (i) As soon promptly as practicable after following the Effective Time, but in no event more than two Business Days after the Closing Date, Parent comScore shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represents represented outstanding shares of Company Rentrak Common Stock (or Company Preferred Stock, as applicable (the “Certificates”effective affidavits of loss in lieu thereof) or (B) non-certificated shares of Company Rentrak Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-book entry (“Book-Book Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1i) a letter of transmittal in customary form as Rentrak and comScore may reasonably agree (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits in lieu thereof) or Book Entry Shares to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesAgent) and (2ii) instructions for use in effecting the surrender of the Certificates oror Book Entry Shares in exchange for certificates representing whole shares of comScore Common Stock pursuant to Section 1.4(b)(i), cash payable in respect thereof pursuant to Section 1.4(b)(i) in lieu of any fractional shares of comScore Common Stock and any dividends or other distributions payable in respect thereof pursuant to Section 2.3(d). With respect to uncertificated shares of Rentrak Common Stock held through “direct registration,” comScore shall implement procedures with the case Exchange Agent for effecting the exchange of Book-Entry Sharessuch directly registered uncertificated shares of Rentrak Common Stock and payment of cash in lieu of any fractional shares pursuant to Section 1.4(b)(i), as promptly as practicable after the Effective Time. Upon surrender of such shares, Certificates (or effective affidavits in lieu thereof) or Book Entry Shares for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by comScore, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate Certificates or Book-Book Entry Shares shall be entitled to receive in exchange therefor the number of whole shares of comScore Common Stock (Aafter taking into account all Certificates or such Book Entry Shares surrendered by such holder of record) the applicable Merger Consideration or Phantom Share Consideration such holder is entitled to receive pursuant to Section 1.4(b)(i) (which, at the provisions election of this Article III (which comScore, may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable Legal Requirements), payment of any cash such holder is entitled to receive pursuant to Section 1.4(b)(i) in lieu of fractional shares of Parent comScore Common Stock and Parent Preferred Stock included in any dividends or distributions such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal holder is entitled to the cash payable in lieu of any fractional shares of Parent Common Stock receive pursuant to Section 3.3(h2.3(d), which shares and cash comScore shall cause the Exchange Agent to distribute as promptly as practicable (but in any event within five (5) Business Days) following surrender of such Certificates or Book Entry Shares and dividends such duly completed and other distributions pursuant to Section 3.3(g)validly executed letter of transmittal, and the Certificates so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates or Book Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose for an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Book Entry Shares on the applicable Merger Consideration or Phantom Share Consideration cash amounts payable in respect upon the surrender of the such Certificates or Book-such Book Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is Shares pursuant to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicablethis Section 2.3. Until surrendered as contemplated by this Section 3.3(b)(ii)so surrendered, each Certificate from and each Book-Entry Share shall be deemed at any time after the Effective Time outstanding Certificates or Book Entry Shares shall be deemed to represent evidence only the ownership of the number of full shares of comScore Common Stock into which such shares of Rentrak Common Stock shall have been so converted and the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable an amount in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of the issuance of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 3.3(h1.4(b)(i) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g2.3(d). Notwithstanding anything to the contrary in this Agreement, Certificates and Book Entry Shares to be exchanged by any Person constituting an “affiliate” of Rentrak for purposes of Rule 145 under the Securities Act shall be subject to the restrictions described in such Rule 145.

Exchange Procedures. (a) On or before the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall cause to be delivered to the Exchange Agent, for exchange in accordance with this Article II, certificates representing the shares of Buyer Common Stock issuable pursuant to this Article II (“New Certificates”) and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent an aggregate amount of cash sufficient to pay the aggregate amount of cash payable pursuant to this Article II (including the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock) (such cash and New Certificates, being hereinafter referred to as the “Exchange Fund”). (b) As soon promptly as practicable after practicable, but in any event no later than ten (10) Business Days following the Effective Time, but in no event more than two Business Days after and provided that the Closing DateCompany has delivered, Parent shall instruct or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail or otherwise deliver to each holder of record holderof a Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, as a form of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesAgent) and (2) instructions for use in effecting the surrender of the Certificates orin exchange for the Merger Consideration into which the shares of Company Common Stock represented by such Certificate or Certificates shall have been converted pursuant to Sections 2.1, in the case 2.3 and 2.4 of Book-Entry Shares, the this Agreement. Upon proper surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender exchange and cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter a properly completed letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentexecuted, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, as applicable, (Ai) the applicable Merger Consideration or Phantom Share Consideration a New Certificate representing that number of shares of Buyer Common Stock (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to the provisions of this Article III Agreement, (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (Bii) a check in representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the amount equal to the of cash (if any) payable in lieu of any a fractional shares share of Parent Buyer Common Stock pursuant which such former holder has the right to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable receive in respect of the Certificates or Book-Entry Shares. If payment of Certificate surrendered pursuant to this Agreement, and the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares Certificate so surrendered shall forthwith be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicablecancelled. Until surrendered as contemplated by this Section 3.3(b)(ii2.5(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration provided in Sections 2.1, 2.3 and 2.4 and any unpaid dividends and distributions thereon as provided in paragraph (c) of this Section 2.5. No interest shall be paid or Phantom Share accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions payable to holders of Certificates. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.5. After the surrender of a Certificate in accordance with this Section 2.5, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock represented by such Certificate. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.5, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be required in each case by Buyer. If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Preferred 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 Vesting Phantom Sharesotherwise 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 New Certificate for shares of Buyer Common Stock 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. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for six (6) months after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Exchange Agent to Buyer. Any shareholders of the Company who have not theretofore complied with Section 2.5(b) shall thereafter look only to the Surviving Corporation for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash in lieu would otherwise escheat to or become the property of any fractional governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Buyer (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 nor any party to this Agreement shall be liable to any holder of shares of Parent Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company 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 of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Buyer is required to deduct and withhold under applicable law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such holder is entitled pursuant to Section 3.3(h) deduction and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)withholding was made by Buyer.

Exchange Procedures. (ia) At and after the Effective Time, each certificate representing shares of TFC Common Stock shall represent only the right to receive the Merger Consideration in accordance with the terms of this Agreement. (b) At or prior to the Effective Time, ONB shall reserve a sufficient number of shares of ONB Common Stock to be issued as part of the Merger Consideration. As soon promptly as practicable after the Effective Time, but in no event more than two Business Days after the Closing Datefive business days thereafter, Parent ONB shall instruct the Exchange Agent to mail or otherwise deliver to each record holder, as holder of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company TFC Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title providing instructions as to the Certificates shall pass, only upon proper delivery transmittal to ONB of certificates representing shares of TFC Common Stock and the Certificates issuance of shares of ONB Common Stock in exchange therefor pursuant to the Exchange Agent or, in the case terms of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a)this Agreement. (iic) Upon surrender to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares ONB shall be entitled to receive in exchange therefor cause (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (Bi) a check in the amount equal of cash that each holder of TFC Common Stock has the right to receive pursuant to Section 2.01(i), (ii) a certificate representing that number of whole shares of ONB Common Stock that each holder of TFC Common Stock has the right to receive pursuant to Section 2.01(ii), and (iii) a check in the amount of any cash payable in lieu of any fractional shares or dividends or distributions which such holder shall be entitled to receive, to be delivered to such shareholder upon delivery to ONB of Parent certificates representing such shares of TFC Common Stock pursuant (“Old Certificates”) (or bond or other indemnity satisfactory to Section 3.3(hONB if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and dividends executed letter of transmittal, as in the form and other distributions pursuant substance satisfactory to Section 3.3(g)ONB. No interest will be paid on any Merger Consideration that any such holder shall be paid entitled to receive pursuant to this Article II upon such delivery. (d) No dividends or accrued for the benefit of holders of the Certificates or Book-Entry Shares other distributions on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company ONB Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be with a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time record date occurring after the Effective Time shall be paid to represent only the holder of any unsurrendered Old Certificate representing shares of TFC Common Stock converted in the Merger into the right to receive shares of such ONB Common Stock until the holder thereof surrenders such Old Certificates in accordance with this Section 2.04. After becoming so entitled in accordance with this Section 2.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ONB Common Stock such holder had the right to receive upon such surrender of the applicable Old Certificate. (e) The stock transfer books of TFC shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of TFC of any shares of TFC Common Stock. If, after the Effective Time, Old Certificates are presented to ONB, they shall be canceled and exchanged for the Merger Consideration or Phantom Share Consideration payable deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.04. (f) ONB shall be entitled to rely upon TFC’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a “Person”) entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, ONB 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 claims thereto. (g) If any Old Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such shares Old Certificate to be lost, stolen, or destroyed and, if required by ONB, the posting by such Person of Company Common Stock and Company Preferred Stock and Vesting Phantom Sharesa bond or other indemnity satisfactory to ONB as indemnity against any claim that may be made against it with respect to such Old Certificate, cash ONB will issue in lieu of any fractional shares of Parent Common Stock to which exchange for such holder is entitled lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 3.3(h2.01 hereof. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of TFC Common Stock that are held as treasury stock of TFC or owned by ONB (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be cancelled and any dividends shall cease to exist and no stock of TFC or other distributions consideration shall be exchanged therefor. (i) Notwithstanding the foregoing, no party hereto shall be liable to which such any former holder is entitled of TFC Common Stock for any amount properly delivered to a public official pursuant to Section 3.3(g)applicable abandoned property, escheat or similar laws.

Exchange Procedures. Promptly (iand in no event later than the fifth business day) As soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent USWeb shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "Certificates") which immediately prior to the Effective Time represents represented outstanding shares of Company CKS Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of USWeb Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.7(d), (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent and the Company have such other provisions as USWeb, in consultation with CKS prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common StockEffective Time, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of USWeb Common Stock, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent USWeb Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable Stock, payment in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of which such holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence the ownership of the number of full shares of USWeb Common Stock into which such shares of CKS Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but Time (and in no any event more than two within five (5) Business Days after thereafter), the Closing Date, Parent Surviving Corporation shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holderof Shares (other than holders of Excluded Shares) notice advising such holders of the effectiveness of the Merger, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of including appropriate transmittal (“Letter of Transmittal”), which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 3.03(f)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent or, in the case (such materials and instructions to include customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares, upon adherence Shares and to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting reasonably agree). Upon the surrender of the Certificates or, a Certificate (or affidavits of loss in the case of lieu thereof as provided in Section 3.03(f)) or Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender Shares to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and terms of such other customary documents as may be reasonably required by the Exchange Agenttransmittal materials, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (x) a certificate (or evidence of shares in book-entry form, as applicable) representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article III and (y) a check in the amount (after giving effect to any required tax withholdings as provided in Section 3.03(g)) equal to (A) any cash in lieu of fractional shares plus (B) any unpaid non-stock dividends and any other dividends or other distributions that such holder has the applicable Merger Consideration or Phantom Share Consideration right to receive pursuant to the provisions of this Article III (which shares of Parent Common Stock III, and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on the applicable Merger Consideration or Phantom Share Consideration any amount payable in respect upon due surrender of the Certificates or Book-Entry Shares. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the applicable Merger Consideration or Phantom Share Consideration is Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be made paid upon due surrender of the Certificate, may be issued and/or paid to such a Person other than transferee if the record holder of Exchange Agent is presented with the Certificate formerly representing such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for Shares and/or all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent Avanex ------------------- shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represents represented outstanding shares of Company Oplink Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted into shares of Avanex Common Stock pursuant to Section 3.1 1.5, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or 3.2(a) into the right other distributions pursuant to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective TimeSection 1.6(d), (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent and the Company prior to the Closing have such other provisions as Avanex may reasonably specify), (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing whole shares of Avanex Common Stock, cash in lieu of any fractional shares pursuant to Section 1.5(g) and any dividends or other distributions pursuant to Section 1.6(d), and (iii) such other documents as may reasonably be required by the case of Book-Entry Shares, the Exchange Agent. Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Avanex, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other customary documents as may reasonably be reasonably required by the Exchange Agent, the each holder of such a Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Avanex Common Stock and Parent Preferred Stock included in (after taking into account all Certificates surrendered by such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry formholder) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h1.5(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law rule or regulation), payment in lieu of fractional shares which such holder has the right to receive pursuant to Section 1.5(g) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.6(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the ownership of, the number of whole shares of Avanex Common Stock issuable pursuant to Section 1.5(a), and the right to receive an amount of cash in lieu of the issuance of any fractional shares in accordance with Section 1.5(g) and any dividends or distributions payable pursuant to Section 1.6(d).

Exchange Procedures. (ia) At and after the Effective Time, each certificate representing shares of ICB Common Stock shall represent only the right to receive the Merger Consideration in accordance with the terms of this Agreement. (b) At or prior to the Effective Time, ONB shall reserve a sufficient number of shares of ONB Common Stock to be issued as part of the Merger Consideration. As soon promptly as practicable after the Effective Time, but in no event more than two Business Days after the Closing Datefive business days thereafter, Parent ONB shall instruct the Exchange Agent to mail or otherwise deliver to each record holderholder of ICB Common Stock a letter of transmittal providing instructions as to the transmittal to ONB of certificates representing shares of ICB Common Stock and the issuance of shares of ONB Common Stock in exchange therefor pursuant to the terms of this Agreement. (c) ONB shall cause a certificate representing that number of whole shares of ONB Common Stock that each holder of ICB Common Stock has the right to receive pursuant to Section 2.01 and a check in the amount of any cash in lieu of fractional shares or dividends or distributions which such holder shall be entitled to receive, to be delivered to such shareholder upon delivery to ONB of certificates representing such shares of ICB Common Stock (“Old Certificates”) (or bond or other indemnity satisfactory to ONB if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and executed letter of transmittal, as of immediately prior in the form and substance satisfactory to the Effective Time, of ONB. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to this Article II upon such delivery. (Ad) No dividends or other distributions on ONB Common Stock with a certificate or certificates that immediately prior to record date occurring after the Effective Time represents shall be paid to the holder of any unsurrendered Old Certificate representing shares of Company ICB Common Stock or Company Preferred Stock, as applicable (converted in the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) Merger into the right to receive shares of such ONB Common Stock until the applicable holder thereof surrenders such Old Certificates in accordance with this Section 2.04. After becoming so entitled in accordance with this Section 2.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ONB Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) The stock transfer books of ICB shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of ICB of any shares of ICB Common Stock. If, after the Effective Time, Old Certificates are presented to ONB, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.04. (f) ONB shall be entitled to rely upon ICB’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or Phantom Share other entities (each, a “Person”) entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, ONB 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 claims thereto. (g) If any Old Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Certificate to be lost, stolen, or destroyed and, if required by ONB, the posting by such Person of a bond or other indemnity satisfactory to ONB as indemnity against any claim that may be made against it with respect to such Old Certificate, ONB will issue in exchange for such lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.01 hereof. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of ICB Common Stock that are held as treasury stock of ICB or owned by ONB (1other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, cancelled and risk shall cease to exist and no stock of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which ICB or other consideration shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a)exchanged therefor. (iii) Upon surrender Notwithstanding the foregoing, no party hereto shall be liable to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the any former holder of such Certificate or Book-Entry Shares shall be entitled ICB Common Stock for any amount properly delivered to receive in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration a public official pursuant to the provisions of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration applicable abandoned property, escheat or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)similar laws.

Exchange Procedures. (ia) As soon as reasonably practicable after the Effective Time, but in no any event more than two within five (5) Business Days after the Closing Datethereafter, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holderof Certificate(s) or Book-Entry Shares which, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration pursuant to Article 1 (“Exchanged Shares”), along with, in each case, any cash in lieu of fractional shares of Parent Common Stock to be issued or Phantom Share Consideration at the Effective Timepaid in consideration therefor, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesCertificate(s) and (2) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor pass, only upon delivery of Certificate(s) (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions affidavits of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable loss in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(hsuch Certificate(s)) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on to the applicable Merger Consideration or Phantom Share Consideration payable Exchange Agent and shall be substantially in respect such form and have such other provisions as shall be prescribed by the Exchange Agent Agreement (the “Letter of the Certificates Transmittal”)) and (ii) instructions for use in surrendering Certificate(s) or Book-Entry Shares. If payment of Shares in exchange for the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom SharesConsideration, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) be issued or paid in consideration therefor and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g2.2(c). (b) Upon surrender to the Exchange Agent of its Certificate(s) or Book-Entry Share(s) accompanied by a properly completed Letter of Transmittal, a holder of Exchanged Shares will be entitled to receive promptly, after such surrender, (i) the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in respect of the Exchanged Shares represented by its Certificate(s) or Book-Entry Shares and (ii) any dividends or distributions which the holder thereof has the right to receive pursuant to Section 2.2(c). Until so surrendered, each such Certificate or Book-Entry Share shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Share, in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article 2. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share in accordance with this Article 2. Following surrender of any such Certificate or Book-Entry Share in accordance with this Article 2, 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 shares of Parent Common Stock represented by such Certificate or Book-Entry 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 shares of Parent Common Stock 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 Parent Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the stock transfer records of the Company, the shares of Parent Common Stock plus any cash in lieu of fractional shares of Parent Common Stock comprising the Merger Consideration 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 Exchanged 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 the Exchange Agent that the tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one (1)-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Parent) shall be entitled to deduct and withhold from any cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such amounts as the Exchange Agent or Parent, 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. If, prior to the Closing Date, the Exchange Agent or Parent determines that any such deduction or withholding is so required as of the Effective Time, the Exchange Agent or Parent, as the case may be, shall notify the Company, and the parties shall cooperate in good faith to reduce or eliminate such deduction or withholding. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely 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 Exchanged Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing any such shares of Company Common Stock are presented for transfer to the Exchange Agent, they shall be cancelled and exchanged for the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article 2. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock 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 rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former holder of Company Common Stock who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the average of the closing-sale prices of Parent Common Stock on the Nasdaq Global Select Market (“Nasdaq”) as reported by The Wall Street Journal for the consecutive period of five (5) full trading days ending on the day preceding the Closing Date by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest thousandth when expressed in decimal form) of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.5. (g) Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company as of the one (1)-year anniversary of the Effective Time will be paid to the Surviving Entity. In such event, any former holders of Company Common Stock who have not theretofore complied with this Article 2 shall thereafter look only to the Surviving Entity with respect to payment of the shares of Company Common Stock, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each former share of Company Common Stock such holder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Company, the Surviving Entity, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent may reasonably determine is necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article 2 deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. (i) As soon as practicable after the Effective Time, but and in no event more later than two Business Days after the Closing Datefive (5) business days thereafter, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "CERTIFICATES"), which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted into shares of Parent Common Stock pursuant to Section 3.1 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or 3.2(a) into the right other distributions pursuant to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective TimeSection 1.7(d), (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by contain such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Parent Common Stock, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and Parent Preferred into which their shares of Company Common Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in were converted at the amount equal to the cash payable Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any fractional dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of into which such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer been so converted and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable an amount in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of the issuance of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 3.3(h1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.7(d).

Exchange Procedures. (a) On or before the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall cause to be delivered to the Exchange Agent, for exchange in accordance with this Article II, certificates representing the shares of Buyer Common Stock issuable pursuant to this Article II (“New Certificates”) and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent an estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock (such cash and New Certificates, being hereinafter referred to as the “Exchange Fund”). (b) As soon promptly as practicable after practicable, but in any event no later than five (5) Business Days following the Effective Time, but in no event more than two Business Days after and provided that Company has delivered, or caused to be delivered, to the Closing Date, Parent shall instruct Exchange Agent all information that is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail or otherwise deliver to each holder of record holderof a Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, as a form of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesAgent) and (2) instructions for use in effecting the surrender of the Certificates or, in exchange for the case of Book-Entry Shares, the Merger Consideration as provided for in this Agreement. Upon proper surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender exchange and cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter a properly completed letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentexecuted, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, as applicable, (Ai) the applicable Merger Consideration or Phantom Share Consideration a New Certificate representing that number of shares of Buyer Common Stock (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to the provisions of this Article III Agreement, (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (Bii) a check in representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the amount equal to the of cash (if any) payable in lieu of any a fractional shares share of Parent Buyer Common Stock pursuant which such former holder has the right to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable receive in respect of the Certificates or Book-Entry Shares. If payment of Certificate surrendered pursuant to this Agreement, and the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares Certificate so surrendered shall forthwith be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicablecancelled. Until surrendered as contemplated by this Section 3.3(b)(ii2.05(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as provided for in this Agreement and any unpaid dividends and distributions thereon as provided in paragraph (c) of this Section 2.05. No interest shall be paid or Phantom Share accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions payable to holders of Certificates. For shares of Company Common stock held in book entry form, Buyer shall establish procedures for delivery of such shares, which procedures shall be reasonably acceptable to Company. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 2.05. After the surrender of a Certificate in accordance with this Section 2.05, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock represented by such Certificate. None of Buyer, Company or the Exchange Agent shall be liable to any Person in respect of such any shares of Company Common Stock (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (d) The Exchange Agent and Company Preferred Stock and Vesting Phantom SharesBuyer, as the case may be, shall not be obligated to deliver cash in lieu of any fractional and/or a New Certificate or New Certificates representing shares of Parent Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 2.05, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in such amount as may be required in each case by Buyer (but not more than the amount required under Buyer’s contract with its transfer agent). If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is entitled 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 New Certificate for shares of Buyer Common Stock 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. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Company for six (6) months after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Exchange Agent to Buyer. Any shareholders of Company who have not theretofore complied with Section 2.05(b) shall thereafter look only to the Surviving Entity for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to Section 3.3(h) this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any dividends other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or other distributions interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of shares of Company Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of Company 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 of a dispute with respect to ownership of any shares of Company Common Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to tender to the custody of any court of competent jurisdiction any Merger Consideration represented by such Certificate and file legal proceedings interpleading all parties to such dispute, and will thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Buyer is required to deduct and withhold under applicable law. Any amounts so deducted and withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such holder is entitled pursuant to Section 3.3(g)deduction and withholding was made by Buyer.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent NetIQ ------------------- shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "Certificates") which immediately prior to the Effective Time represents represented outstanding shares of Company MCS Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of NetIQ Common Stock pursuant to Section 1.7, cash in lieu of any fractional shares pursuant to Section 1.7(f) and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.8(d), (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock have such other provisions as NetIQ may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of NetIQ Common Stock, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.7(f) and any dividends or other distributions pursuant to Section 1.8(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by NetIQ, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent NetIQ Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable Stock, payment in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of which such holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h1.7(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.8(d) as to the payment of dividends, to evidence the ownership of the number of full shares of NetIQ Common Stock into which such shares of MCS Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(f) and any dividends or distributions payable pursuant to Section 1.8(d).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent ------------------- TIBCO shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "Certificates"), which immediately prior to the Effective Time represents represented outstanding shares of Company Talarian Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted into the Merger Consideration pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, 1.6 (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a contain such other customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock provisions as TIBCO may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for the Merger Consideration, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by TIBCO, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) the applicable Merger Cash Consideration or Phantom Share Consideration pursuant to and certificates representing the provisions number of this Article III (which whole shares of Parent TIBCO Common Stock and Parent Preferred into which their shares of Talarian Common Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in were converted at the amount equal to the cash payable Effective Time, payment in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of which such holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h1.6(e) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of TIBCO Common Stock into which such shares of Talarian Common Stock shall have been so converted and the right to receive the Cash Consideration and an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates (“Certificates”) that immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) which were converted into shares of Company Parent Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time1.6, (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence and which letter shall be reasonably acceptable to the procedures set forth in the Letter of TransmittalCompany), and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Parent Common Stock. Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time (and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable any payment in lieu of fractional shares that such holders have the right to receive pursuant to Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding 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 Common Stock into which such shares of Company Common Stock shall have been so converted (and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock pursuant or on any unpaid dividends or distributions payable to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of Certificates. In the Certificates or Book-Entry Shares on event of a transfer of ownership of shares of Company Common Stock that is not registered in the applicable Merger Consideration or Phantom Share Consideration payable in respect transfer records of the Certificates or Book-Entry Shares. If payment Company, a certificate representing the proper number of the applicable Merger Consideration or Phantom Share Consideration is to shares of Parent Common Stock may be made issued to a Person other than transferee if the record holder of Certificate representing such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Sharesis presented to the Exchange Agent, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)paid.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent HoldCo shall instruct the Exchange Agent cause to mail or otherwise deliver be mailed to (x) each record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company UGC Common Stock or Company Preferred Stockas to which a Deemed Stock Election is made (each holder a “Deemed Stock Election Holder”) and (y) each record holder, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, of shares of LMI Stock (1such holders, “Former LMI Holders” and such shares, “Former LMI Shares”)): (A) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder representing such shares of UGC Common Stock to which a Deemed Stock Election is made or Former LMI Shares, as the case may be, shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiestransmittal) and (2B) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth therefor. Such letter of transmittal shall be in Section 3.1 or 3.2(a)such form and have such other reasonable provisions as HoldCo may specify. (ii) Upon (x) Each former stockholder of UGC who properly made a Cash Election or Stock Election shall be entitled to receive in exchange for such stockholder’s shares subject to the Cash Election or Stock Election: (A) the number of whole shares of HoldCo Series A Stock, if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, and such Certificates or Book-Entry Shares so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.5(g)) equal to (I) the aggregate amount of cash (including the Cash Consideration plus cash in lieu of fractional interests in shares of HoldCo Series A Stock to be paid pursuant to Section 3.5(d)), if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, plus (II) any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.5(c); and (y) upon surrender by a Deemed Stock Election Holder to the Exchange Agent of a Certificate or Book-Entry Shares, as applicable, together with the Letter a letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or Book-Entry Shares each Deemed Stock Election Holder shall be entitled to receive in exchange therefor therefor: (A) the applicable Merger Consideration number of whole shares of HoldCo Series A Stock, if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Phantom Share Consideration pursuant to the provisions of Book-Entry Shares, as applicable, were converted in accordance with this Article III (which shares of Parent Common Stock III, and Parent Preferred Stock included in such Merger Consideration Certificates or Phantom Share Consideration Book-Entry Shares so surrendered shall be in uncertificated book-entry form) forthwith cancelled, and (B) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.5(g)) equal to (I) the amount equal to the of cash payable in lieu of any fractional interests in shares of Parent Common HoldCo Series A Stock to be paid pursuant to Section 3.3(h3.5(d), if any, into which such holder’s shares of UGC Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, plus (II) and any cash dividends and or other distributions that such holder has the right to receive pursuant to Section 3.3(g3.5(c). (iii) Upon surrender by a Former LMI Holder to the Exchange Agent of a Certificate or Book-Entry Shares, as applicable, 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, each Former LMI Holder shall be entitled to receive in exchange therefor: (A) the number of whole shares of HoldCo Stock into which such holder’s shares of LMI Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares, as applicable, were converted in accordance with this Article III, and such Certificates or Book-Entry Shares so surrendered shall be forthwith cancelled, and (B) a check in an amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.5(g)) equal to any cash dividends or other distributions that such holder has the right to receive pursuant to Section 3.5(c). (iv) If payment or issuance of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment or issuance that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment or issuance shall have paid to the Exchange Agent any transfer and other taxes required by reason of the payment or issuance of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Exchange Agent that such tax either has been paid or is not applicable. In the event that any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Exchange Agent shall deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the shares of UGC Common Stock or LMI Stock, as the case may be, represented by the Certificate pursuant to this Article III. (v) No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii)hereby, each Certificate and each or Book-Entry Share shall be deemed at any time shall, after the Effective Time to Time, represent for all purposes only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article III, the issuance or Phantom Share Consideration payable in respect payment of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, which (including any cash in lieu of any fractional shares) shall be deemed to be the satisfaction in full of all rights pertaining to shares of Parent UGC Common Stock converted in the UGC Merger and shares of LMI Stock converted in the LMI Merger. (vi) At the Effective Time, the stock transfer books of UGC and LMI shall be closed, and thereafter there shall be no further registration of transfers of shares of UGC Common Stock or LMI Stock, respectively, that were outstanding prior to which such holder is entitled pursuant the Effective Time. After the Effective Time, Certificates or Book-Entry Shares presented to Section 3.3(h) UGC or LMI for transfer shall be canceled and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (each, a "CERTIFICATE and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represents shares of represented outstanding Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which Shares whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of Parent Common Stock pursuant to Section 1.6 hereof, cash in lieu of any fractional shares pursuant to Section 1.6(f) hereof, and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.7(d) hereof, (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Parent Common Stock, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in into which their shares of Company Shares were converted at the amount equal to the cash payable Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any fractional dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time for all corporate purposes, subject to Section 1.7 hereof, as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of into which such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment Shares shall have paid any transfer been so converted and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable an amount in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of the issuance of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 3.3(h1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.7(d).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but and in no event more later than two Business Days after five business days thereafter (unless otherwise agreed to by each of the Closing Dateparties in writing), Parent the Surviving Corporation shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holderof a Certificate (other than the Company, as of immediately prior to the Effective TimeParent, of Merger Sub or any Parent Subsidiary) (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify specifying that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of Certificates) to the Exchange Agent, in a form and with other customary provisions reasonably specified by the Parent and the Company, and (ii) instructions for surrendering the Certificates to the Exchange Agent orin exchange for (A) an ADR representing the number of whole Parent ADSs pursuant to Section 2.2(f), (B) cash in the case lieu of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittalany fractional Parent ADSs, and which shall be in a customary form (C) any unpaid dividends and agreed other distributions (if any) pursuant to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the Section 2.2(c). Upon surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentexecuted, the holder of such that Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A1) an ADR representing that number of whole Parent ADSs that the applicable Merger Consideration or Phantom Share Consideration pursuant holder is entitled to the provisions of receive under this Article III II, (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B2) a check in the amount equal (after giving effect to the any required tax withholding) of (x) any cash payable in lieu of fractional Parent ADSs plus (y) any fractional shares of Parent Common Stock pursuant to Section 3.3(hunpaid dividends (other than stock dividends) and any other dividends and or other distributions pursuant that such holder has the right to Section 3.3(greceive under the provisions of this Article II (if any), and the Certificate so surrendered shall immediately be canceled. No interest shall will be paid or accrued for the benefit of holders on any amount payable upon due surrender of the Certificates or Book-Entry Shares on Certificates. In the applicable Merger Consideration or Phantom Share Consideration payable in respect event of the Certificates or Book-Entry Shares. If payment a transfer of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder ownership of such shares of Company Common Stock that is not registered in the transfer records of the Company, an ADR representing the proper number of Parent ADSs, together with a check for any cash to be paid upon the surrender of the Certificate and any other dividends or distributions (if any) in respect of those shares, may be issued or paid to such a transferee if the Certificate formerly representing such Shares of Company Preferred Common Stock or Vesting Phantom Sharesis presented to the Exchange Agent, as applicableaccompanied by all documents required to evidence and effect the transfer and to evidence that any applicable stock transfer taxes have been paid. If any ADRs for shares of Parent ADSs is to be issued in a name other than that in which the surrendered Certificate is registered, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and such exchange that the Person person requesting such payment exchange shall have paid pay any transfer and or other Taxes taxes required by reason of the payment issuance of the applicable Merger Consideration or Phantom Share Consideration to certificates for shares of Parent Common Stock in a Person name other than that of the registered holder of such shares the surrendered Certificate, or shall have established establish to the satisfaction of the Surviving Company Parent or the Exchange Agent that such Taxes either have tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but Time (and in no any event more than two within five Business Days after thereafter), the Closing Date, Parent Surviving Company shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holderof Eligible Shares that are evidenced by a Company Certificate notice advising such holders of the effectiveness of the Merger, as of immediately prior to the Effective Time, of including (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of appropriate transmittal (“Letter of Transmittal”), which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates (or affidavits of loss in lieu of Company Certificates, as provided in Section 2.7) to the Exchange Agent or, in (the case of Book-Entry Shares, upon adherence to the procedures set forth in the “Letter of Transmittal”), and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2B) instructions for use surrendering Company Certificates (or affidavits of loss in effecting the surrender lieu of the Certificates orCompany Certificates, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth as provided in Section 3.1 or 3.2(a). (ii2.7) Upon surrender to the Exchange Agent in exchange for the Merger Consideration, cash in lieu of a Certificate fractional shares of Parent Common Stock, if any, to be issued or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed paid in accordance with the instructions theretoconsideration therefor, and any dividends or other distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. Payment of the Merger Consideration, cash in lieu of fractional shares of Parent Common Stock, if any, to be issued or paid in consideration therefor and any dividends or other customary documents as may be reasonably required by distributions, in each case to which such holders are entitled pursuant to the Exchange Agent, the holder terms of such Certificate or this Agreement with respect to Company Book-Entry Shares shall be entitled made promptly following the Effective Time without any action on the part of the person in whose name such Company Book-Entry Shares are registered. (ii) No interest will be paid or accrued on any amount payable upon due surrender of Eligible Shares, and any Company Certificate or ledger entry relating to receive Company Book-Entry Shares formerly representing shares of Company Common Stock that have been so surrendered shall be cancelled by the Exchange Agent. (iii) In the event of a transfer of ownership of certificated Eligible Shares that is not registered in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to transfer records of the provisions Company, the number of this Article III (which whole shares of Parent Common Stock that such holder is entitled to receive pursuant to Section 2.1(a), together with an amount (if any) in immediately available funds (or, if no wire transfer instructions are provided, a check, and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be each case, after deducting any required Tax withholdings as provided in uncertificated book-entry formSection 2.2(h)) and (B) a check in the amount equal to the of cash payable in lieu of any fractional shares to be paid upon due surrender of Parent Common Stock the Company Certificate pursuant to Section 3.3(h2.2(e) and any dividends or other distributions in respect thereof in accordance with Section 2.2(c) or Section 5.10(c), may be issued or paid to such a transferee if the Company Certificate formerly representing such Eligible Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable transfer and other distributions pursuant similar Taxes have been paid, in each case, in form and substance reasonably satisfactory to Section 3.3(g)the Exchange Agent and the Surviving Company. No interest shall be paid or accrued for the benefit of holders Payment of the Certificates Merger Consideration (and any cash in lieu of fractional shares or dividends or other distributions payable thereon) with respect to Company Book-Entry Shares on shall only be made to the applicable Merger Consideration or Phantom Share Consideration payable Person in respect of the Certificates or whose name such Company Book-Entry Shares. If payment Shares are registered in the stock transfer books of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicableCompany. Until surrendered as contemplated by this Section 3.3(b)(ii2.2(b), each Company Certificate and each Company Book-Entry Share shall be deemed at any time at or after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration in accordance with this Article II, including any amount payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 3.3(h) 2.2(e), and any dividends or other distributions to which such holder is entitled pursuant to in accordance with Section 3.3(g2.2(c) or Section 5.10(c), in each case without interest.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that (the "Certificates") which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, shares of Parent Common Stock pursuant to Section 2.1(b) hereof (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Parent Common Stock. Upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter a duly executed letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agenttransmittal, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (Ax) a certificate representing that number of shares of Parent Common Stock which such holder has the applicable Merger Consideration or Phantom Share Consideration right to receive pursuant to Section 2.1 and (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article III (II, after giving effect to any required withholding tax, and the shares represented by the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to holders of shares of Company Common Stock. In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) Stock, together with a check in the amount equal to for the cash payable to be paid in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) shares, if any, and unpaid dividends and other distributions pursuant distributions, if any, may be issued to Section 3.3(g). No interest shall be paid or accrued for such transferee if the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of Certificate representing such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Sharesheld by such transferee is presented to the Exchange Agent, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 3.3(b)(ii)2.3, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional a certificate representing shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any cash in lieu of fractional shares, if any, and unpaid dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)and distributions, if any, as provided in this Article II.

Exchange Procedures. (i) As soon as practicable 12.2.1. If the exchange of New Discount Notes for Original Discount Notes is occurring pursuant to an Indenture Request, after receipt of the Effective TimeIndenture Request, but in no event more than two Business Days after the Closing Date, Parent Issuer shall instruct the Exchange Agent to mail or otherwise promptly deliver to each Holder of record holder, as of immediately prior to the Effective Time, of (A) Original Discount Notes a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable notice (the “Certificates”"Indenture Notice") or that such --------- ------ request was made and that it will enter the Executed Indenture. 12.2.2. On the Indenture Date, each Holder of any theretofore outstanding Original Discount Notes shall surrender the same to Intermediate Holdings for cancellation (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, case with a duly executed letter of transmittal in form reasonably acceptable to Intermediate Holdings) and shall be entitled upon such surrender to receive in exchange therefor the New Discount Notes into which shares were such Original Discount Notes have converted pursuant to Section 3.1 12.1 hereof. Until so surrendered on or 3.2(a) into after the Indenture Date, each certificate representing an Original Discount Note prior to the Indenture Date, shall be deemed to evidence the right to receive the applicable Merger Consideration New Discount Notes into which such Original Discount Note has converted pursuant to Section 12.1 hereof; provided, however, that, notwithstanding the foregoing, Intermediate Holdings shall have no obligation to make any payments of interest, principal or Phantom Share Consideration at otherwise with respect to any New Discount Note until such time as the Effective Time, (1) a certificate which evidenced the predecessor Original Discount Note has been surrendered to the Issuer and the New Discount Note has been issued in accordance with the Executed Indenture. 12.2.3. Each letter of transmittal (“Letter of Transmittal”), which accompanying Original Discount Notes shall specify that delivery the principal amount of the Original Discount Notes to be exchanged and shall be effectedinclude the following representations and warranties and such other representations and warranties as Intermediate Holdings may reasonably request: (a) The Holder is acquiring the New Discount Notes for investment for its own account, and risk of loss and title not with a view to selling or otherwise distributing the Certificates shall pass, only upon proper delivery New Discount Note in violation of the Certificates to Securities Act. The Holder is an accredited investor as defined in Rule 501(a) under the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalSecurities Act, and which the disposition of such Holder's property shall at all times be and remain in a customary form its control (provided that such representation and agreed to by Parent warranty shall not prohibit such Holder from transferring the New Discount Note in accordance with the Indenture and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares Securities Act and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the other applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(alaws). (iib) Upon surrender Such Holder is the exclusive owner of the certificates being surrendered, has full authority to the Exchange Agent of a Certificate or Book-Entry Sharestransfer such certificates, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions theretois entitled to all rights evidenced thereby, and the securities evidenced by such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions of this Article III (which shares of Parent Common Stock certificates are free and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu clear of any fractional shares of Parent Common Stock pursuant liens, restrictions, charges and encumbrances and not subject to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)adverse claim.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent Surviving Corporation shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of Shares of record holder, as (other than holders of immediately prior to the Effective Time, of Excluded Shares or Dissenting Shares) (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of the Certificates as provided in Section 2.02(d)) to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalAgent, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2ii) instructions for use in effecting the surrender of the Certificates or, (or affidavits of loss in lieu of the Certificates as provided in Section 2.02(d)) in exchange for evidence in customary form of the issuance of shares of Acquirer Common Stock in book entry form (a “Book Entry Notice”) representing the number of whole shares of Acquirer Common Stock into which such Shares have been converted in the case of Book-Entry Shares, the Merger. Upon surrender of such shares, for payment a Certificate (or affidavit of loss in lieu of the applicable Merger Consideration or Phantom Share Consideration set forth Certificate as provided in Section 3.1 or 3.2(a2.02(d). (ii) Upon surrender to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions theretoterms of such letter of transmittal, and such other customary documents as may be reasonably required by the Exchange Agentduly executed, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) a Book Entry Notice evidencing that number of whole shares of Acquirer Common Stock, which such holder has the applicable Merger Consideration or Phantom Share Consideration right to receive in respect of the Shares surrendered pursuant to the provisions of this Article III II (which shares after aggregation of Parent Common Stock and Parent Preferred Stock included in all Shares then held by such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry formholder) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares Certificate so surrendered shall forthwith be properly endorsed or shall cancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, the Merger Consideration to be otherwise in proper form for exchanged upon due surrender of the Certificate as herein provided may be issued to the transferee if the Certificate previously representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that (the “Certificates”) which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or and Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of well as to all Company Common Stock or Company Preferred Stock or Vesting Phantom Sharesoptionholders, warrantholders and noteholders, as applicable, represented by book-entry (“Book-Entry Shares”)whose shares, in each caseoptions, which shares warrants and notes were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Timeshares of Parent Common Stock and options and warrants to purchase Parent Common Stock pursuant to Section 1.4, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, the option agreements and/or the warrant agreements shall pass, only upon proper delivery receipt of the Certificates to Certificates, the Company option agreements and/or the Company warrant agreements by the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalAgent, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orCertificates, the Company option agreements and/or the Company warrant agreements in exchange for certificates or agreements (or book entries in the case of Book-Entry Shares, the shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Common Stock and options and warrants to purchase shares of Parent Common Stock. Upon surrender of such sharesa Certificate, an option agreement and/or a warrant agreement for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares Certificate, Company option agreement and/or Company warrant agreement shall be entitled to receive in exchange therefor a certificate (Aor book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and/or options and/or warrants to purchase shares of Parent Common Stock, and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the in cash payable in lieu of any fractional shares of Parent Common Stock Stock, if any, which such holder has the right to receive pursuant to Section 3.3(h) 1.4, and dividends and other distributions pursuant the Certificate, Company option agreement and/or Company warrant agreement so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate that, prior to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such Effective Time, represented shares of Company Common Stock or and Company Preferred Stock or Vesting Phantom Sharesand each option and warrant to purchase shares of Company Common Stock and/or Company Preferred Stock, as applicablewill be deemed from and after the Effective Time, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and all corporate purposes, other Taxes required by reason of than the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established dividends with respect to the satisfaction capital stock, to evidence (i) the ownership of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect number of full shares of Parent Common Stock into which such shares of Company Common Stock and Company Preferred Stock shall have been so converted, (ii) the ownership of the number of options and Vesting Phantom Shareswarrants to purchase shares of Parent Common Stock into which such Company options and warrants shall have been so converted, and (iii) the right to receive the amount in cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Stock, if any, in accordance with Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)1.4.

Exchange Procedures. (i) As On or as soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent to mail or otherwise (i) Humboldt will deliver to each record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, Agent: (i) certificates representing the number of shares of Humboldt Common Stock issuable in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Merger; and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) cash for the payout of fractional shares. 2.8.1 Upon surrender to the Exchange Agent for cancellation of one or more certificates for shares of Tehama Common Stock ("Tehama Certificates"), accompanied by a Certificate or Book-Entry Sharesduly executed letter of transmittal in proper form, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange AgentAgent shall, as promptly as practicable thereafter, deliver to each holder of such surrendered Tehama Certificates, certificates representing the appropriate number of shares of Humboldt Common Stock ("New Certificates") and/or checks for payment of cash in lieu of fractional shares, in respect of the Tehama Certificates. In no event shall the holders of Tehama Certificates be entitled to receive interest on cash amounts due them hereunder. 2.8.2 Until a Tehama Certificate has been surrendered and exchanged as herein provided, each share of Tehama Common Stock represented by such Tehama Certificate shall represent, on and after the Effective Time, the right to receive the Conversion Rate into which each such share of Tehama Common Stock shown thereon has been converted as provided by Section 2.6, including the right to vote such shares of Humboldt Common Stock. No dividends or other distributions that are declared on any shares of Humboldt Common Stock into which any shares of Tehama Common Stock have been converted at the Effective Time shall be paid to the holder of such Certificate Tehama shares until the Tehama Certificates evidencing such Tehama shares have been surrendered in exchange for New Certificates in the manner herein provided, but upon such surrender, such dividends or Book-Entry Shares other distributions, from and after the Effective Time, will be paid to such holders. In no event shall the holders entitled to receive such dividends or other distributions be entitled to receive interest on such dividends or other distributions. 2.8.3 No transfer taxes shall be payable by any shareholder in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration pursuant respect to the provisions issuance of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of New Certificates, except that if any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration New Certificate is to be made to issued in a Person name other than that in which the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicableTehama Certificates surrendered shall have been registered, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and such issuance that the Person holder requesting such payment issuance shall have paid properly endorse the certificate or certificates and shall pay to Humboldt or the Exchange Agent any transfer and other Taxes required taxes payable by reason thereof, or of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder any prior transfer of such shares surrendered certificate, or shall have established establish to the satisfaction of Humboldt or the Surviving Company Exchange Agent that such Taxes either taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)payable.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (Ai) a certificate or certificates that which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (Bii) uncertificated shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (the “Book-Entry Uncertificated Shares”), in each case, which shares at the Effective Time were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Timepursuant to Section 3.1 hereof, (1i) a letter of transmittal (“Letter which, in the case of Transmittal”)Certificates, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, or Uncertificated Shares in exchange for the case of Book-Entry Shares, the Merger Consideration. Upon (i) surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions theretothereto or (ii) or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, and such other customary documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Certificate Certificates or Book-Entry Uncertificated Shares shall be entitled to receive in exchange therefor (A) the applicable portion of the Merger Consideration or Phantom Share Consideration pursuant to the provisions of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock holder is entitled pursuant to Section 3.3(h) 3.1, and dividends and other distributions pursuant to Section 3.3(g)any Certificates so surrendered shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders If any portion of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made paid to a Person (as defined in Section 9.14(gg)) other than the record holder of such shares of Company Common Stock Person in whose name the surrendered Certificate or Company Preferred Stock or Vesting Phantom Shares, as applicablethe transferred Uncertificated Share is registered, it shall be a condition of to such payment that shares so surrendered (i) either such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer or such Uncertificated Share shall be properly transferred and that (ii) the Person requesting such payment shall have paid pay to the Exchange Agent any transfer and or other Taxes required by reason as a result of the such payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered Certificate or shall have established Uncertificated Share or establish to the satisfaction of the Surviving Company Parent that such Taxes either have Tax has been paid or are is not applicablepayable. Until surrendered as contemplated by this Section 3.3(b)(ii3.2(b), each Certificate and each Book-Entry or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)surrender.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent ------------------- shall instruct the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that ("Certificates") which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted into shares of Parent Common Stock pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time1.6, (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by contain such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Parent Common Stock. Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and Parent Preferred into which their shares of Company Common Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in were converted at the amount equal to the cash payable Effective Time, payment in lieu of fractional shares that such holders have the right to receive pursuant to Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock pursuant or on any unpaid dividends or distributions payable to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of Certificates. In the Certificates or Book-Entry Shares on event of a transfer of ownership of shares of Company Common Stock which is not registered in the applicable Merger Consideration or Phantom Share Consideration payable in respect transfer records of Company, a certificate representing the Certificates or Book-Entry Shares. If payment proper number of the applicable Merger Consideration or Phantom Share Consideration is to shares of Parent Common Stock may be made issued to a Person other than transferee if the record holder of Certificate representing such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Sharesis presented to the Exchange Agent, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)paid.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent Surviving Corporation shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, Shares (other than holders of Excluded Shares) (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Exchange Agent orAgent, in the case such letter of Book-Entry Shares, upon adherence transmittal to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common StockExchange Agent may reasonably agree, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for (A) certificates representing shares of Parent Common Stock and (B) any unpaid dividends and other distributions. Subject to Section 4.2(g), in the case of Book-Entry Shares, the upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentexecuted, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (Ax) a certificate representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article IV, (y) a check in the applicable Merger Consideration amount (after giving effect to any required tax withholdings) of any unpaid non-stock dividends and any other dividends or Phantom Share Consideration other distributions that such holder has the right to receive pursuant to the provisions of this Article III (which IV, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock, together with a check for any cash to be paid upon due surrender of the Certificate and any other dividends or distributions in respect thereof, may be issued and/or paid to such a transferee if the Certificate formerly representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to issued in a Person name other than that in which the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicableCertificate surrendered in exchange therefor is registered, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and such exchange that the Person (as defined below) requesting such payment exchange shall have paid pay any transfer and or other Taxes taxes required by reason of the payment issuance of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional certificates for shares of Parent Common Stock in a name other than that of the registered holder of the Certificate surrendered, or shall establish to which the satisfaction of Parent or the Exchange Agent that such holder tax has been paid or is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)not applicable.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective TimeTime (and in any case no later than five (5) business days thereafter), but in no event more than two Business Days after the Closing Date, Parent Fidelity shall instruct cause the Exchange Agent to mail or otherwise deliver to each record holder, as holder of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents representing shares of Company MNB Common Stock or Company Preferred Stock, as applicable (the a “CertificatesMNB Certificate”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery of the MNB Certificates shall be effected, and risk of loss and title to the MNB Certificates shall pass, only upon proper delivery of the MNB Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalAgent, and which letter shall be in a customary form and agreed to by Parent have such other provisions as Fidelity may reasonably specify and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the surrender of such MNB Certificates in exchange for the Certificates or, in the case of Book-Entry Shares, the Merger Consideration. Upon surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender a MNB Certificate to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be reasonably required by the Exchange Agent, the holder of such MNB 13 Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) a certificate or electronic book entry to their account representing, in the applicable Merger Consideration or Phantom Share Consideration aggregate, the whole number of shares of Fidelity Common Stock that such holder has the right to receive pursuant to the provisions of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry formSection 1.02(h)(iii) and and/or (B) a check in the amount equal to the aggregate amount of cash payable that such holder has the right to receive pursuant to Section 1.02(h)(iv). No interest will be paid or will accrue on any cash payment pursuant to Section 1.02(h)(iv). In the event of a transfer of ownership of MNB Common Stock which is not registered in lieu the transfer records of any fractional MNB, a certificate representing, in the aggregate, the proper number of shares of Parent Fidelity Common Stock pursuant to Section 3.3(h1.02(h) and dividends and other distributions and/or a check in the proper amount pursuant to Section 3.3(g). No interest shall Sections 1.02(h)(iv) may be paid or accrued for issued with respect to such MNB Common Stock, as the benefit of holders of case may be, to such a transferee if the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of MNB Certificate formerly representing such shares of Company MNB Common Stock or Company Preferred Stock or Vesting Phantom Sharesis presented to the Exchange Agent, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g).

Exchange Procedures. (i) As soon promptly as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each record holderperson who was, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 2.1(a): (1i) a letter of transmittal (“Letter of Transmittal”), which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesAgent) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case pursuant to such letter of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) transmittal. Upon surrender to the Exchange Agent of a Certificate or Book-Entry Sharesfor cancellation, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor therefore: (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions a certificate representing that number of this Article III (which whole shares of Parent Common Stock and Parent Preferred Stock included which such holder has the right to receive in respect of such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) holder's Shares formerly represented by such Certificate, and (B) a check in the amount equal to for the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record which such holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only has the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock holder's Shares formerly represented by such Certificate and Company Preferred Stock and Vesting Phantom Shares, for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h2.7(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g2.7(c), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or will accrue on any cash payable pursuant to Section 2.1(a), 2.7(c) or 2.7(e). In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate and a check for cash which such holder has the right to receive in respect of such holder's Shares formerly represented by such Certificate, for cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.7(e) and for any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(c) may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.7, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, the cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.7(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.7(c).

Exchange Procedures. (i) As soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "CERTIFICATES"), which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f), and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.7(d), (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by contain such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Parent Common Stock, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and Parent Preferred into which their shares of Company Common Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in were converted at the amount equal to the cash payable Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any fractional dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of into which such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer been so converted and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable an amount in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of the issuance of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 3.3(h1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.7(d).

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents Certificate whose shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Timepursuant to Section 2.7(c), (1i) a form of letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by shall have such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesspecify) and (2ii) instructions for use in effecting surrendering the Certificates in exchange for certificates representing the Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.8(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.8(e). Upon surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock that such holder has the applicable Merger Consideration or Phantom Share Consideration right to receive pursuant to the provisions of this Article III (which II after taking into account all the shares of Parent Company Common Stock and Parent Preferred Stock included in held by such Merger Consideration holder under all such Certificates so surrendered, (B) any dividends or Phantom Share Consideration shall be in uncertificated book-entry formother distributions to which such holder is entitled pursuant to Section 2.8(c) and (BC) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) 2.8(e), and dividends and other distributions pursuant to Section 3.3(g)the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or accrued for In the benefit event of holders a transfer of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect ownership of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock or Vesting Phantom Shares, as applicable, it shall may be issued to a condition of payment that shares person other than the person in whose name the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the Person person requesting such payment issuance shall have paid pay any transfer and or other Taxes taxes required by reason of the payment issuance of the applicable Merger Consideration or Phantom Share Consideration shares of Parent Common Stock to a Person person other than the registered holder of such shares surrendered Certificate or shall have established establish to the reasonable satisfaction of the Surviving Company Exchange Agent that such Taxes either have tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii2.8(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration Consideration, any dividends or Phantom Share Consideration payable in respect other distributions to which the holder of such shares of Company Common Stock Certificate is entitled pursuant to Section 2.8(c) and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and 2.8(e). No interest will be paid or will accrue on any dividends or other distributions cash payable to which such holder is entitled holders of Certificates pursuant to Section 3.3(g2.8(c) or (e).

Exchange Procedures. (i) As soon as practicable after the ------------------- Effective Time, but in no event more than two Business Days after the Closing Date, Parent Newco shall instruct cause the Exchange Agent to mail or otherwise deliver to each record holder, as of immediately prior to the Effective Time, of (A) a certificate or Newco Stock Recipients that holds any certificates that immediately prior to the Effective Time represents shares of Company representing VERITAS Common Stock being exchanged or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company converted into Newco Common Stock or Company Preferred Stock or Vesting Phantom Sharespursuant hereto (collectively, as applicable, represented by book-entry the "CERTIFICATES"): (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent have such other provisions as VERITAS and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock SSI may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the exchange for certificates representing Newco Common Stock. Upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter a duly executed letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, transmittal and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Newco Common Stock and cash in lieu of fractional shares which such holder has the applicable Merger Consideration or Phantom Share Consideration right to receive pursuant to the provisions of this Article III (which shares Agreement and the Certificate of Parent Common Stock Merger, and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares Certificate so surrendered shall forthwith be properly endorsed or canceled. Certificates which immediately prior to the Effective Time represented issued and outstanding shares of VERITAS Common Stock do not need to be delivered to the Exchange Agent and, from and after the Effective Time, such certificates shall be otherwise in deemed to evidence the ownership of an equal number of full shares of Newco Common Stock. In the event of a transfer of ownership of shares of VERITAS Common Stock which is not registered on the transfer records of VERITAS, a certificate representing the proper form for number of shares of Newco Common Stock may be issued to a transferee, if the Certificate representing such VERITAS Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 3.3(b)(ii)6.2 and the Certificate of Merger, each Certificate and each Book-Entry Share shall be deemed at any time deemed, on and after the Effective Time Time, to represent only evidence the right to receive upon such surrender ownership of the applicable Merger Consideration or Phantom Share Consideration payable in respect number of full shares of Newco Common Stock into which such shares of Company VERITAS Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)shall have been so converted.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent Surviving Corporation shall instruct the Exchange Agent cause to mail or otherwise deliver be mailed to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates (the "Certificates") that immediately prior to represented as of the Effective Time represents outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted to be exchanged pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time1.6, (1) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Parent Common Stock. Upon surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender a Certificate to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentpursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) a certificate representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive pursuant to Sections 1.6 and 1.11, after giving effect to any required Tax (as defined herein) withholdings, and the Certificate so surrendered shall forthwith be canceled. At any time following six months after the Effective Time, all or any number of shares of Parent Preferred Common Stock included in such Merger Consideration (and any or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the all cash payable in lieu of any fractional shares of Parent Common Stock Stock) deposited with or made available to the Exchange Agent pursuant to Section 3.3(h) and dividends and other distributions pursuant 1.12(b), which remain undistributed to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect representing shares of the Certificates or Book-Entry Shares. If payment Company Common Stock, shall be delivered to Parent upon demand, and thereafter such holders of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such unexchanged shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed entitled to look only to Parent (subject to abandoned property, escheat or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established similar laws) as general creditors thereof with respect to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)for payment upon due surrender of their Certificates.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent Surviving Corporation shall instruct the Exchange Agent cause to mail or otherwise deliver be mailed to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Target Capital Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive shares of Acquiror Common Stock, the applicable Merger Cash Consideration or Phantom Share Consideration at the Effective Timeand cash in lieu of fractional shares, pursuant to Section 1.6, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates to by the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalAgent, and which shall be in a customary such form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock have such other provisions as Acquiror may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry SharesAcquiror Common Stock, the Cash Consideration and cash in lieu of fractional shares. Upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Acquiror, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) a certificate representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Acquiror Common Stock and Parent Preferred Stock included payment of the Cash Consideration and cash in lieu of fractional shares that such Merger Consideration or Phantom Share Consideration holder has the right to receive pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be in uncertificated book-entry form) and (B) a check in the amount equal canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Target Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full shares of Acquiror Common Stock into which such shares of Target Capital Stock shall have been so converted and the right to receive the Cash Consideration and an amount in cash payable in lieu of the issuance of any fractional shares of Parent Common Stock pursuant to in accordance with Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)1.6.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (Ai) a certificate or certificates that immediately prior to the Effective Time represents represented outstanding shares of Company Battery Common Stock or Company Preferred Stock, as applicable (the “Battery Certificates”) or (Bii) an uncertificated share or shares of Company Battery Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (the “Book-Entry Uncertificated Shares”), in each case, which shares at the Effective Time were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Battery Merger Consideration or Phantom Share Consideration at the Effective Timepursuant to Section 2.1(a), (1i) a letter of transmittal (“Letter of Transmittal”), including a substitute Form W-9) and (ii) instructions (which shall specify that delivery shall be effected, and risk of loss and title to the Battery Certificates or Uncertificated Shares shall pass, only upon proper delivery of Battery Certificates or transfer of the Certificates Uncertificated Shares to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed have such other provisions as Parent may reasonably specify and as are reasonably acceptable to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesBattery) and (2) instructions for use in effecting the surrender of Battery Certificates or transfer of Uncertificated Shares, in exchange for the Battery Merger Consideration, cash in lieu of any fractional shares pursuant to Section 2.1(d) and any dividends or other distributions payable pursuant to Section 2.2(c). Upon (i) surrender of Battery Certificates or, for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent and reasonably acceptable to Battery or (ii) in the case of Booka book-Entry entry transfer of Uncertificated Shares, the surrender receipt of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender to an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), accompanied by a Certificate or Book-Entry Sharesproperly completed Form of Election, together with the Letter such letter of Transmittaltransmittal (or affidavit of loss in accordance with Section 2.2(i)), duly completed and validly executed in accordance with the instructions thereto, a Certification on Form W-9 or W-8 and such other customary documents as may reasonably be reasonably required by the Exchange Agent, the holder of such Certificate Battery Certificates or Book-Entry Uncertificated Shares shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration a certificate or Phantom Share Consideration pursuant to the provisions certificates representing that number of this Article III (which whole shares of Parent Common Stock (after taking into account all Battery Certificates surrendered and Parent Preferred Stock included in Uncertificated Shares transferred by such Merger Consideration or Phantom Share Consideration holder) to which such holder is entitled pursuant to Section 2.1(a) (which shall be in uncertificated book-book entry formform unless a physical certificate is requested) and (B) a check in the amount equal to the cash payable payment in lieu of fractional shares which such holder is entitled to receive pursuant to Section 2.1(d) and any fractional dividends or distributions payable pursuant to Section 2.2(c), and Battery Certificates and Uncertificated Shares so surrendered or transferred, as applicable, shall forthwith be cancelled. In the event of a transfer of ownership of Battery Common Stock that is not registered in the transfer records of Battery, a certificate representing the proper number of shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall may be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made issued to a Person other than the record holder of such shares of Company Common Stock Person in whose name Battery Certificate or Company Preferred Stock Uncertificated Shares so surrendered or Vesting Phantom Sharestransferred, as applicableapplicable is registered, it shall be a condition of payment that shares so surrendered if such Battery Certificate shall be properly endorsed or shall otherwise be otherwise in proper form for transfer or the Uncertificated Share shall be transferred and that the Person requesting such payment issuance shall have paid pay any transfer and or other Taxes required by reason of the payment issuance of the applicable Merger Consideration or Phantom Share Consideration shares of Parent Common Stock to a Person other than the registered holder of such shares surrendered Battery Certificate or shall have established Uncertificated Share or establish to the satisfaction of the Surviving Company Parent that such Taxes either have Tax has been paid or are is not applicable. Until surrendered or transferred, as contemplated by this Section 3.3(b)(ii2.2(b), each Battery Certificate and each Book-Entry Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Battery Merger Consideration (and any amounts to be paid pursuant to Section 2.1(d) or Section 2.2(c)) upon such surrender the applicable Merger Consideration or Phantom Share Consideration transfer, as applicable. No interest shall be paid or shall accrue on any amount payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h2.1(a), Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g2.2(c).

Exchange Procedures. (i) As soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent USF shall instruct the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that (the "Certificates") which immediately prior to the Effective Time represents represented outstanding shares of Company Culligan Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Timeshares of USF Common Stock pursuant to Section 2.1(b), (1i) a letter of transmittal (“Letter the form and substance of Transmittal”), which shall have been reasonably approved by Culligan prior to the Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock have such other customary provisions as USF may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing Shares of Book-Entry Shares, the USF Common Stock. Upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter a duly executed letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agenttransmittal, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (Ax) a certificate or certificates representing that whole number of shares of USF Common Stock which such holder has the applicable Merger Consideration or Phantom Share Consideration right to receive pursuant to Section 2.1 in such denominations and registered in such names as such holder may request and (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article III (which II, after giving effect to any required withholding tax. The shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration represented by the Certificate so surrendered shall forthwith be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g)cancelled. No interest shall will be paid or accrued on the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to holders of shares of Culligan Common Stock. In the event of a transfer of ownership of shares of Culligan Common Stock which is not registered on the transfer records of Culligan, a certificate representing the proper number of shares of USF Common Stock, together with a check for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is cash to be made paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to a Person other than such transferee if the record holder of Certificate representing such shares of Company Culligan Common Stock or Company Preferred Stock or Vesting Phantom Sharesheld by such transferee is presented to the Exchange Agent, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 3.3(b)(ii)2.3, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such a certificate representing shares of Company USF Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) shares, if any, and any unpaid dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)and distributions, if any, as provided in this Article II.

Exchange Procedures. (ia) At and after the Effective Time, each certificate representing shares of LSB Common Stock shall represent only the right to receive the Merger Consideration in accordance with the terms of this Agreement. (b) At or prior to the Effective Time, ONB shall reserve a sufficient number of shares of ONB Common Stock to be issued as part of the Merger Consideration. As soon promptly as practicable after the Effective Time, but in no event more than two Business Days after the Closing Datefive (5) business days thereafter, Parent ONB shall instruct the Exchange Agent to mail or otherwise deliver to each record holderholder of LSB Common Stock a letter of transmittal providing instructions as to the transmittal to ONB of certificates representing shares of LSB Common Stock and the issuance of shares of ONB Common Stock in exchange therefor pursuant to the terms of this Agreement. (c) ONB shall cause a statement of ownership of book-entry shares representing that number of shares of ONB Common Stock (including fractional shares) that each holder of LSB Common Stock has the right to receive pursuant to Section 2.01 and a check in the amount of any Cash Consideration and dividends or distributions which such holder shall be entitled to receive, to be delivered to such shareholder upon delivery to ONB of certificates representing such shares of LSB Common Stock (“Old Certificates”) (or bond or other indemnity satisfactory to ONB if any of such certificates are lost, stolen or destroyed) owned by such shareholder accompanied by a properly completed and executed letter of transmittal, as of immediately prior in the form and substance satisfactory to the Effective Time, of ONB. No interest will be paid on any Merger Consideration that any such holder shall be entitled to receive pursuant to this Article II upon such delivery. (Ad) No dividends or other distributions on ONB Common Stock with a certificate or certificates that immediately prior to record date occurring after the Effective Time represents shall be paid to the holder of any unsurrendered Old Certificate representing shares of Company LSB Common Stock or Company Preferred Stock, as applicable (converted in the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) Merger into the right to receive shares of such ONB Common Stock until the applicable holder thereof surrenders such Old Certificates in accordance with this Section 2.03. After becoming so entitled in accordance with this Section 2.03, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of ONB Common Stock such holder had the right to receive upon surrender of the Old Certificate. (e) The stock transfer books of LSB shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of LSB of any shares of LSB Common Stock. If, after the Effective Time, Old Certificates are presented to ONB, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.03. (f) ONB shall be entitled to rely upon LSB’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or Phantom Share other entities (each, a “Person”) entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Old Certificate, ONB 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 claims thereto. (g) If any Old Certificate shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Certificate to be lost, stolen, or destroyed and, if required by ONB, the posting by such Person of a bond or other indemnity satisfactory to ONB as indemnity against any claim that may be made against it with respect to such Old Certificate, ONB will issue in exchange for such lost, stolen, or destroyed Old Certificate the Merger Consideration deliverable in respect thereof pursuant to Section 2.01 hereof. (h) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of LSB Common Stock that are held as treasury stock of LSB or owned by ONB (1other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, cancelled and risk shall cease to exist and no stock of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which LSB or other consideration shall be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a)exchanged therefor. (iii) Upon surrender Notwithstanding the foregoing, no party hereto shall be liable to the Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the any former holder of such Certificate or Book-Entry Shares shall be entitled LSB Common Stock for any amount properly delivered to receive in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration a public official pursuant to the provisions of this Article III (which shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration applicable abandoned property, escheat or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)similar laws.

Exchange Procedures. (ia) As soon promptly as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent shall send or cause to mail or otherwise deliver be sent to each former holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that immediately prior to the Effective Time represents shares of Company CNB Financial Common Stock or Company Preferred Stock, as applicable who did not previously submit a properly completed Election Form (the “Certificates”) or (B) shares other than holders of Company Common Stock or Company Preferred Stock or Vesting Phantom Dissenting Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, (1) a letter of appropriate transmittal materials (“Letter of Transmittal”) in a form satisfactory to United Financial Bancorp and CNB Financial. A Letter of Transmittal will be deemed properly completed only if accompanied by certificates representing all shares of CNB Financial Common Stock (“Certificate(s)”) to be converted thereby. (b) At and after the Effective Time, each Certificate (except as specifically set forth in Section 2.5) shall represent only the right to receive the Per Share Stock Consideration or the Per Share Cash Consideration or a combination thereof (hereinafter referred to as the “Merger Consideration”) in accordance with this Agreement. (c) Prior to the Effective Time, United Financial Bancorp shall (i) reserve for issuance with its transfer agent and registrar a sufficient number of shares of United Financial Bancorp Common Stock to provide for payment of the Aggregate Stock Limit and (ii) deposit, or cause to be deposited, with Registrar and Transfer Company (the “Exchange Agent”), which for the benefit of the holders of shares of CNB Financial Common Stock, for exchange in accordance with this Section 2.6, an amount of cash sufficient to the Aggregate Cash Limit and any cash in lieu of fractional shares pursuant to Section 2.6(f). (d) The Letter of Transmittal shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent orAgent, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall (ii) be in a customary form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock contain any other provisions as United Financial Bancorp may vary in certain respects due to differences in the respective securities) reasonably determine and (2iii) include instructions for use in effecting the surrender of the Certificates or, in exchange for the case of Book-Entry Shares, Merger Consideration. Upon the proper surrender of such shares, for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender Certificates to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the a properly completed and duly executed Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions a certificate representing that number of this Article III (which whole shares of Parent United Financial Bancorp Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) and/or a check in the aggregate amount equal to representing the amount of cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only holder has the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Sharespursuant to Section 2.6, cash in lieu of any fractional shares of Parent Common Stock to which shares, if any, that such holder is entitled has the right to receive pursuant to Section 3.3(h) 2.6(f), and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g2.7(e). Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute United Financial Bancorp Common Stock and cash as provided herein. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of United Financial Bancorp Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the persons entitled thereto. If there is a transfer of ownership of any shares of CNB Financial Common Stock not registered in the transfer records of CNB Financial, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such CNB Financial Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of United Financial Bancorp and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. (e) No dividends or other distributions declared or made after the Effective Time with respect to United Financial Bancorp Common Stock issued pursuant to this Agreement shall be remitted to any person entitled to receive shares of United Financial Bancorp Common Stock hereunder until such person surrenders his or her Certificates in accordance with this Section 2.7. Upon the surrender of such person’s Certificates, such person shall be entitled to receive any dividends or other distributions, without interest thereon, which subsequent to the Effective Time had become payable but not paid with respect to shares of United Financial Bancorp Common Stock represented by such person’s Certificates. (f) The stock transfer books of CNB Financial shall be closed immediately upon the Effective Time and from and after the Effective Time there shall be no transfers on the stock transfer records of CNB Financial of any shares of CNB Financial Common Stock. If, after the Effective Time, Certificates are presented to United Financial Bancorp, they shall be canceled and exchanged for the Per Share Stock Consideration or Per Share Cash Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.7. (g) Any portion of the aggregate amount of cash to be paid pursuant to Section 2.6, any dividends or other distributions to be paid pursuant to this Section 2.7 or any proceeds from any investments thereof that remains unclaimed by the shareholders of CNB Financial for six months after the Effective Time shall be repaid by the Exchange Agent to United Financial Bancorp upon the written request of United Financial Bancorp. After such request is made, any shareholders of CNB Financial who have not theretofore complied with this Section 2.7 shall look only to United Financial Bancorp for the Merger Consideration and cash in lieu of fractional shares, if any, deliverable in respect of each share of CNB Financial Common Stock such shareholder holds, as determined pursuant to Section 2.6 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of United Financial Bancorp (and, to the extent not in its possession, shall be paid over to it), free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of CNB Financial Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (h) United Financial Bancorp and the Exchange Agent shall be entitled to rely upon CNB Financial’s stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, United Financial Bancorp and the Exchange Agent shall be entitled to deposit any Merger Consideration and cash in lieu of fractional shares, if any, represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent or United Financial Bancorp, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration and cash in lieu of fractional shares, if any, deliverable in respect thereof pursuant to Section 2.6.

Exchange Procedures. (i) As soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent Bergen shall instruct the Exchange Agent to mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that (the "Certificates") which immediately prior to the Effective Time represents represented outstanding shares of Company PharMerica Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at pursuant to Section 2.1.2 the Effective Time, following: (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock have such other customary provisions as Bergen may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Bergen Common Stock and cash in lieu of fractional shares. Upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry SharesAgent, together with the Letter a duly executed letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agenttransmittal, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (Ax) a certificate or certificates representing the applicable Merger Consideration or Phantom Share Consideration whole number of shares of Bergen Common Stock which such holder has the right to receive pursuant to Section 2.1.2 (and representing each associated right under the Bergen Shareowners' Rights Plan) in such denominations and registered in such names as such holder may request and (y) a check representing the amount of cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article III (which II, after giving effect to any required withholding tax. The shares of Parent Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration represented by the Certificates so surrendered shall forthwith be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g)canceled. No interest shall will be paid or accrued on the cash in lieu of fractional shares, if any, and the unpaid dividends and distributions, if any, payable to holders of shares of PharMerica Common Stock. In the event of a transfer of ownership of shares of PharMerica Common Stock which is not registered on the transfer records of PharMerica, a certificate representing the proper number of shares of Bergen Common Stock (and representing each associated right under the Bergen Shareowners' Rights Plan), together with a check for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is cash to be made paid in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, may be issued to a Person other than such transferee if the record holder of Certificate representing such shares of Company PharMerica Common Stock or Company Preferred Stock or Vesting Phantom Sharesheld by such transferee is presented to the Exchange Agent, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 3.3(b)(ii)2.3, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such a certificate representing whole shares of Company Bergen Common Stock issuable pursuant to Section 2.1.2 (and Company Preferred Stock representing each associated right under the Bergen Shareowners' Rights Plan) and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) shares, if any, and any unpaid dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)and distributions, if any, as provided in this Article II.

Exchange Procedures. (i) As soon as practicable after the Effective ------------------- Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates that (the "Certificates"), which immediately prior to the Effective Time represents represented outstanding shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.7(d), (1i) a letter of transmittal in customary form (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by contain such other provisions as Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Parent Common Stock, cash in the case lieu of Book-Entry Shares, the any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of such shares, Certificates for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor (A) certificates representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Common Stock and Parent Preferred into which their shares of Company Common Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in were converted at the amount equal to the cash payable Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any fractional dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of into which such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer been so converted and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable an amount in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of the issuance of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to in accordance with Section 3.3(h1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.7(d).

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent ------------------- Parametric shall instruct cause the Exchange Agent to mail or otherwise deliver to each holder of record holder, (as of immediately prior to the Effective Time, ) of (A) a certificate or certificates (the "Certificates") that immediately prior to the Effective Time represents represented outstanding shares of Company Computervision Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration shares of Parametric Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or Phantom Share Consideration at the Effective Timeother distributions pursuant to Section 1.6(e) or 1.7(d), (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent have such other provisions as Parametric may reasonably specify) and (ii) instructions for effecting the Company prior to exchange of the Closing (it being understood that the forms Certificates for certificates representing shares of Letter of Transmittal to be mailed to the holders of Company Parametric Common Stock, Vesting Phantom Shares and Company Preferred Stock may vary cash in certain respects due lieu of any fractional shares pursuant to differences in the respective securitiesSection 1.6(f) and (2any dividends or other distributions pursuant to Section 1.6(e) instructions for use in effecting the or 1.7(d). Upon surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parametric, together with the Letter such letter of Transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) a certificate representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Parametric Common Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable Stock, payment in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only holder has the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h1.6(f) and any dividends or other distributions to which such holder is entitled payable pursuant to Section 3.3(g1.6(e) or 1.7(d), and the Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificate will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.6(e) or 1.7(d) as to the payment of dividends, to evidence only the ownership of the number of full shares of Parametric Common Stock into which such shares of Computervision Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.6(e) or 1.7(d).

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent shall instruct the Exchange Agent to shall mail or otherwise deliver to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that which immediately prior to the Effective Time represents represented outstanding shares of Company ValueVision Common Stock or Company National Media Common Stock (including the Series A Junior Participating Preferred Stock, as applicable Stock associated with the National Media Common Stock and issued pursuant to the National Media Rights Plan) (the “"Certificates”") or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 2.1 or 3.2(a) Section 2.2 into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Time, shares of Parent Common Stock (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent have such other provisions as ValueVision and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common StockNational Media may reasonably specify), Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of Parent Common Stock (plus cash in lieu of fractional shares, in the case if any, of Book-Entry Shares, the Parent Common Stock as provided below). Upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentexecuted, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) a certificate representing that number of whole shares of Parent Common Stock which such holder has the applicable Merger Consideration or Phantom Share Consideration right to receive pursuant to the provisions of this Article III (II, and the Certificate so surrendered shall immediately be canceled. In the event of a transfer of ownership of ValueVision Common Stock or National Media Common Stock prior to the Effective Time which is not registered in the transfer records of ValueVision or National Media, respectively, a certificate representing the proper number of shares of Parent Common Stock and Parent Preferred may be issued to a transferee if the Certificate representing such ValueVision Common Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal National Media Common Stock is presented to the cash payable in lieu 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. Immediately after the Effective Time, each outstanding Certificate which theretofore represented shares of any fractional ValueVision Common Stock or National Media Common Stock shall represent only the right to receive the shares of Parent Common Stock pursuant to Section 3.3(h) the terms hereof and dividends and other distributions pursuant shall not be deemed to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders evidence ownership of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect number of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to into which such holder is entitled pursuant shares of ValueVision Common Stock or National Media Common Stock would be or were, as the case may be, converted into the right to receive until the Certificate therefor shall have been surrendered in accordance with this Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)2.4.

Exchange Procedures. (i) As soon as practicable Promptly after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent Omega Surviving Corporation and the Online Surviving Corporation shall instruct the Exchange Agent cause to mail or otherwise deliver be mailed to each holder of record holder, as of immediately prior to the Effective Time, of (A) a certificate or certificates that (the "Certificates") which immediately prior to the Effective Time represents represented outstanding shares of Company Omega Common Stock or Company Preferred Online Common Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Timeshares of Newco Common Stock (and cash in lieu of fractional shares) pursuant to Section 1.6, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates to by the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalAgent, and which shall be in a customary such form and agreed to by Parent and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common Stock, Vesting Phantom Shares and Company Preferred Stock have such other provisions as Newco may vary in certain respects due to differences in the respective securitiesreasonably specify) and (2ii) instructions for use in effecting the surrender of the Certificates or, in the case exchange for certificates representing shares of Book-Entry Shares, the Newco Common Stock (and cash in lieu of fractional shares). Upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Newco, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) a certificate representing the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions number of this Article III (which whole shares of Parent Newco Common Stock and Parent Preferred Stock included payment in lieu of fractional shares which such Merger Consideration or Phantom Share Consideration holder has the right to receive pursuant to Section 1.6, and the Certificate so surrendered shall forthwith be in uncertificated book-entry form) and (B) a check in the amount equal canceled. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Omega Common Stock or Online Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of whole shares of Newco Common Stock into which such shares of Omega Common Stock or Online Common Stock shall have been so converted and the right to receive an amount in cash payable in lieu of the issuance of any fractional shares of Parent Common Stock pursuant to in accordance with Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such shares of Company Common Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g)1.6.

Exchange Procedures. (ia) As soon as practicable after At the Effective TimeTime of the Merger, but in no event more than two Business Days after the Closing Date, Parent GBB shall instruct deposit with the Exchange Agent for the benefit of the holders of shares of SJNB Stock, for exchange in accordance with this Section 2.5 through the Exchange Agent, certificates representing the shares of GBB Stock issuable pursuant to mail or otherwise deliver to each record holder, as Section 2.2 in exchange for shares of immediately prior to the Effective Time, of (A) a certificate or certificates that SJNB Stock outstanding immediately prior to the Effective Time represents of the Merger, and funds in an amount not less than the amount of cash payable in lieu of fractional shares of Company Common GBB Stock pursuant to Section 2.4 of this Agreement (collectively, the "Exchange Fund"). (b) GBB shall direct the Exchange Agent to mail, promptly after the Effective Time of the Merger, to each holder of record of a certificate or Company Preferred Stock, as applicable certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of SJNB Stock (the “"Certificates”") or (B) shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, represented by book-entry (“Book-Entry Shares”), in each case, which whose shares were converted pursuant to Section 3.1 or 3.2(a) into the right to receive the applicable Merger Consideration or Phantom Share Consideration at the Effective Timeshares of GBB Stock pursuant to Section 2.2 hereof, (1i) a letter of transmittal (“Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent have such other provisions as GBB and the Company prior to the Closing (it being understood that the forms of Letter of Transmittal to be mailed to the holders of Company Common StockSJNB may reasonably specify), Vesting Phantom Shares and Company Preferred Stock may vary in certain respects due to differences in the respective securities) and (2ii) instructions for use in effecting the surrender of the Certificates orin exchange for certificates representing shares of GBB Stock, in the case both of Book-Entry Shares, the which shall be reasonably satisfactory to SJNB. Upon surrender of such shares, a Certificate for payment of the applicable Merger Consideration or Phantom Share Consideration set forth in Section 3.1 or 3.2(a). (ii) Upon surrender cancellation to the Exchange Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by GBB, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Exchange Agentexecuted, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor (A) the applicable Merger Consideration or Phantom Share Consideration pursuant to the provisions a certificate representing that number of this Article III (which whole shares of Parent Common GBB Stock and Parent Preferred Stock included in such Merger Consideration or Phantom Share Consideration shall be in uncertificated book-entry form) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock which such holder has the right to receive pursuant to Section 3.3(h) Sections 2.2 and dividends 2.4 hereof, and other distributions pursuant to Section 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the applicable Merger Consideration or Phantom Share Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the applicable Merger Consideration or Phantom Share Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock or Vesting Phantom Shares, as applicable, it shall be a condition of payment that shares Certificate so surrendered shall forthwith be properly endorsed or shall canceled. In the event a certificate is surrendered representing SJNB Stock, the transfer of ownership of which is not registered in the transfer records of SJNB, a certificate representing the proper number of shares of GBB Stock may be otherwise in proper form for issued to a transferee if the Certificate representing such SJNB Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the applicable Merger Consideration or Phantom Share Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Company that such Taxes either taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 3.3(b)(ii)2.5, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the applicable Merger Consideration or Phantom Share Consideration payable in respect of such certificate representing shares of Company Common GBB Stock and Company Preferred Stock and Vesting Phantom Shares, cash in lieu of any fractional shares of Parent stock as contemplated by this Section 2.5. Notwithstanding anything to the contrary set forth herein, if any holder of shares of SJNB should be unable to surrender the Certificates for such shares, because they have been lost or destroyed, such holder may deliver in lieu thereof a bond in form and substance and with surety reasonably satisfactory to GBB and shall be entitled to receive the certificate representing the proper number of shares of GBB Stock and cash in lieu of fractional shares in accordance with Sections 2.2 and 2.4 hereof. (c) No dividends or other distributions declared or made with respect to GBB Stock which are declared payable to shareholders of record of GBB Stock after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of GBB Stock represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.4 until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of GBB Common Stock issued in exchange thereof, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of GBB Stock to which such holder is entitled pursuant to Section 3.3(h2.4 and the amount of dividends or other distributions with a record date after the Effective Time of the Merger theretofore paid with respect to such whole shares of GBB Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of GBB Stock. (d) All shares of GBB Stock issued upon the surrender for exchange of SJNB Stock in accordance with the terms hereof (including any cash paid pursuant to Section 2.4) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of SJNB Stock, and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of SJNB Stock which were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to GBB for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund which remains undistributed to the shareholders of SJNB following the passage of six months after the Effective Time of the Merger shall be delivered to GBB, upon demand, and any shareholders of SJNB who have not theretofore complied with this Section 2.5 shall thereafter look only to GBB for payment of their claim for GBB Stock, any cash in lieu of fractional shares of GBB Stock and any dividends or distributions with respect to GBB Stock. (f) Neither GBB nor SJNB shall be liable to any holder of shares of SJNB Stock for such shares (or dividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of GBB Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to which such holder is shares of GBB Stock for the account of the Persons entitled pursuant to thereto. (h) Certificates surrendered for exchange by any Person constituting an "Affiliate" of SJNB for purposes of Rule 145(c) under the Securities Act shall not be exchanged for certificates representing whole shares of GBB Stock until GBB has received a written agreement from such person as provided in Section 3.3(g)6.9.