Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal specifying that delivery of the Certificates 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer shall the Surviving Corporation will cause the Paying Exchange Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (a “Certificate”other than Dissenting Shares and shares to be canceled pursuant to Section 2.01(b) ) (the "CERTIFICATES"), (i) a form letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer Merger Sub may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Consideration. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Merger Sub or the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed, and such other customary documents as may reasonably be requested by required pursuant to such instructions (collectively, the Paying Agent"TRANSMITTAL DOCUMENTS"), the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that for each share of Common Stock formerly represented by such holder is entitled to receive pursuant to this Article IICertificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall forthwith thereupon be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company shares of Common Stock that which is not registered in the transfer records of the Company, payment the Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such a transferee shares if the Certificate formerly representing evidencing such Company shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence Exchange Agent and effect such is properly endorsed or otherwise in proper form for transfer, . The signature on the Certificate or any related stock power must be properly guaranteed and the Person person requesting such issuance pays payment of the Merger Consideration must either pay any transfer or other taxes required by reason of such the payment to a Person person other than the registered holder of such the Certificate so surrendered or establishes establish to the satisfaction of Acquirer and the Company Surviving Corporation that such tax has been paid or is not applicable. For The Merger Consideration will be delivered by the purposes Exchange Agent as soon as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on such Merger Consideration. Until surrendered in accordance with this AgreementSection 2.02, each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the term “Person” Merger Consideration for each share of Common Stock formerly represented by such Certificate. The Exchange Fund shall mean not be used for any individualpurpose other than as set forth in this Article II. Any interest, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity dividends or other entity or group (as defined income earned on the investment of cash held in Section 13(d)(3) the Exchange Fund shall be for the account of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Surviving Corporation.

Exchange Procedures. As soon as reasonably practicable after After the Effective Time, Acquirer FNB shall cause the Paying Exchange Agent to mail to each holder the shareholders of United of record of at the Effective Time who did not previously submit a certificate representing shares of Company Common Stock completed Election Form transmittal materials and other appropriate written instructions (collectively, a “CertificateTransmittal Letter”) ) (i) a letter of transmittal specifying which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates certificate representing shares of United Stock prior to such Effective Time shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) such certificates to the Paying Agent, such letter of transmittal to Exchange Agent and which shall be in customary such form and have such other provisions as Acquirer FNB may reasonably specify specify). After the Effective Time and (ii) instructions for use in effecting upon the proper surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificate(s) representing shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject United Stock to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation Exchange Agent, together with such letter of transmittal, duly a properly completed and validly executedduly executed Transmittal Letter or, and such other documents as may reasonably be requested by the Paying Agentapplicable, Election Form, the holder of such Certificate certificate(s) shall be entitled to receive in exchange therefor the Merger Consideration that number of shares of FNB Stock and the cash to which such holder is entitled hereunder (including any cash payments to which such holder is entitled hereunder in respect of rights to receive fractional shares and any dividends or other distributions to which such holder is entitled pursuant to this Article IISection 1.8(c)), and subject to any required withholding of applicable taxes. Neither FNB nor the Certificate Exchange Agent shall be obligated to deliver any of such payments in cash or stock until such holder surrenders the certificate(s) representing such holder’s shares. The certificate(s) so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive duly endorsed as the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of lossExchange Agent may require. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of If there is a transfer of ownership of Company Common any shares of United Stock that is not registered in the transfer records of United, the Company, payment may Merger Consideration shall be issued to such a the transferee thereof if the Certificate formerly certificates representing such Company Common United Stock is are presented to the Paying Exchange Agent, accompanied by all documents required required, in the reasonable judgment of FNB and the Exchange Agent, to evidence and effect such transfertransfer and to evidence that any applicable stock transfer taxes have been paid. Any portion of the Exchange Fund which remains undistributed to the holders of certificates representing United Stock for six months after the Effective Time shall be delivered to FNB, upon demand, and any shareholders of United who have not previously complied with the Person requesting provisions of this Article I shall thereafter look only to FNB for payment of their claim for FNB Stock and/or cash and any dividends or distributions with respect to FNB Stock. Any portion of the Exchange Fund remaining unclaimed by holders of United Stock five years after the Effective Time (or such issuance pays earlier date immediately prior to such time as such portion would otherwise escheat to or become property of any transfer government entity) shall, to the extent permitted by applicable law, become the property of FNB free and clear of any claims or interest of any person previously entitled therein. Any other taxes required by reason provision of such payment this Agreement notwithstanding, neither FNB nor the Exchange Agent shall be liable to any holder of shares of United Stock for any amounts paid or properly delivered in good faith to a Person other than the registered holder of such Certificate or establishes public official pursuant to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))applicable abandoned property law.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of the Company Common Stock (a “Certificate”) the "Certificates") whose shares were converted pursuant to Section 2.1 into the right to receive shares of Buyer Common Stock (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer the Buyer may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration certificates representing shares of Buyer Common Stock (such instructions shall include instructions for the payment plus cash in lieu of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books fractional shares, if any, of the Company, subject to the receipt of appropriate documentation for such transferBuyer Common Stock and any dividends or distributions as provided below). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Buyer, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Buyer Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article IIII plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith immediately be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(e) and any dividends or distributions pursuant to Section 2.2(c) may be issued and paid to such a transferee if person other than the person in whose name the Certificate formerly representing so surrender is registered, if such Company Common Stock Certificate is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Buyer Common Stock plus cash in lieu of fractional shares pursuant to Section 2.2(e) and the Person requesting such issuance pays any transfer dividends or other taxes required distributions pursuant to Section 2.2(c) as contemplated by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))2.2.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Acquirer shall cause the Paying Agent to mail Parent will send to each record holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) Certificate (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery to Parent of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agentand a duly executed Joinder Agreement, such letter of transmittal to and shall be in customary form and have such other provisions as Acquirer may reasonably specify form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for Consideration. As soon as reasonably practicable after the payment Effective Time, each holder of a Certificate, upon surrender of the Merger Consideration Certificate to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation Parent together with such letter of transmittaltransmittal and Joinder Agreement, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying AgentParent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the Merger Consideration that such holder is entitled to receive pursuant to this Article IInumber of full shares of Parent Common Stock, and the Certificate so surrendered shall forthwith be canceled; provided that amount of cash, if any, in no event will a holder respect of a Certificate be fractional shares and any dividends or other distributions to which holders are entitled pursuant to receive Section 2.2 hereof, into which the Merger Consideration if Merger Consideration was already paid with respect to the aggregate number of shares of Company Common Stock underlying previously represented by such Certificate shall have been converted pursuant to this Agreement. The letter of transmittal, as executed by such holder, shall include such holder’s consent to the placement of the Stop Transfer Order against such certificate or certificates conformably with the provisions of Section 10.2(c). Parent shall accept such Certificates upon compliance with such reasonable terms and conditions as Parent may impose to effect an orderly exchange thereof in connection accordance with an affidavit of losscustomary exchange practices. No interest will be paid or accrued will accrue on any amount cash payable upon due surrender in lieu of the Certificatesfractional shares or pursuant to Section 2.2 hereof. In the event that any Merger Consideration is to be paid in a name other than that in which the Certificate surrendered for exchange is registered, as the result of a transfer of ownership of Company Common Stock that is which was not registered in the transfer records of the Company, payment one or more certificates evidencing, in the aggregate, the proper number of shares of Parent Common Stock, a check in the proper amount in lieu of fractional shares and with respect to any dividends or other distributions to which such holder is entitled pursuant to Section 2.2 hereof, may be issued with respect to such a transferee Company Common Stock to the person so named only if the Certificate formerly representing such shares of Company Common Stock is presented to Parent, properly endorsed, with signature guaranteed, or otherwise in proper form for transfer to the Paying Agentperson so named, accompanied by all documents required to evidence and effect such transfer, transfer and the Person requesting such issuance pays to evidence that any applicable stock transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has have been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))paid.

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective Time, Acquirer Newco shall cause the Paying Exchange Agent to mail to each holder of record of a certificate the Newco Stock Recipients that holds any certificates representing shares of Company VERITAS Common Stock being exchanged or converted into Newco Common Stock pursuant hereto (a “Certificate”) collectively, the "CERTIFICATES"): (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer VERITAS and SSI may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)certificates representing Newco Common Stock. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such a duly executed letter of transmittal, duly completed and validly executed, transmittal and such other documents as may be reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Newco Common Stock and cash in lieu of fractional shares which such holder is entitled has the right to receive pursuant to the provisions of this Article IIAgreement and the Certificate of Merger, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect . Certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company VERITAS Common Stock underlying do not need to be delivered to the Exchange Agent and, from and after the Effective Time, such Certificate in connection with certificates shall be deemed to evidence the ownership of an affidavit equal number of loss. No interest will be paid or accrued on any amount payable upon due surrender full shares of the CertificatesNewco Common Stock. In the event of a transfer of ownership of Company shares of VERITAS Common Stock that which is not registered in on the transfer records of VERITAS, a certificate representing the Company, payment proper number of shares of Newco Common Stock may be issued to such a transferee transferee, if the Certificate formerly representing such Company VERITAS Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer, transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 6.2 and the Person requesting such issuance pays any transfer or other taxes required by reason Certificate of such payment Merger, each Certificate shall be deemed, on and after the Effective Time, to a Person other than evidence the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) ownership of the Securities Exchange Act number of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))full shares of Newco Common Stock into which such shares of VERITAS Common Stock shall have been so converted.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a “Certificate”) the "CERTIFICATES") whose shares were converted into the right to receive shares of Acquiror Common Stock pursuant to Section 2.1, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer Acquiror may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates representing shares of the Merger Consideration to a Person other than the Person Acquiror Common Stock and cash in whose name the surrendered Certificate is registered on the transfer books lieu of the Company, subject to the receipt of appropriate documentation for such transfer)any fractional share. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Acquiror Common Stock, and cash in lieu of any fractional share, which such holder is entitled has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Acquiror Common Stock and cash in lieu of any fractional share may be issued to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered, if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays and payment shall pay any transfer or other taxes required by reason of such the issuance of shares of Acquiror Common Stock and payment of cash in lieu of any fractional share to a Person person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company Acquiror that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Acquiror Common Stock and cash in lieu of any fractional shares of Acquiror Common Stock as contemplated by this Agreement, the term “Person” shall mean Section 2.2. No interest will be paid or will accrue on any individual, corporation (including not-for-profit corporations), general shares of Acquiror Common Stock or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined cash payable in Section 13(d)(3) lieu of the Securities Exchange Act any fractional shares of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Acquiror Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer shall cause the Paying Exchange Agent to will mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) Certificate which immediately prior to the Effective Time represented outstanding Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01 (i) a letter of transmittal specifying (which will specify that delivery of the Certificates shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, such letter of transmittal to Exchange Agent and will be in customary such form and have such other provisions as Acquirer Parent may reasonably specify consistent with this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such instructions shall include instructions for other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the payment Exchange Agent, the holder of such Certificate will be entitled to receive in exchange therefor a certificate representing that number of whole shares of Parent Common Stock and cash, if any, which such holder has the right to receive pursuant to the provisions of this Article III, and the Certificate so surrendered will forthwith be cancelled. In the event of a transfer of ownership of Shares which are not registered in the transfer records of the Merger Consideration Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration is registered if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate is properly endorsed or otherwise in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a proper form for transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company Parent that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 3.02, each Certificate will be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration and cash, if any, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Agreement, Article III. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) provisions of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))this Article III.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer (i) NeoPath shall cause deliver to AutoCyte a list of all record holders of NeoPath Common Stock immediately prior to the Paying Effective Time (the "Record Holders"), setting forth each stockholder's name, address and number of shares of NeoPath Common Stock held prior to the Effective Time and such other information as may be reasonably requested by the Exchange Agent, certified by the Chief Executive Officer of NeoPath (the "Stockholder List") and (ii) the Exchange Agent shall be instructed to mail to each holder Record Holder a form of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal specifying that delivery of the Certificates which 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates NeoPath Common Stock certificates in exchange for AutoCyte Common Stock certificates and cash in lieu of fractional shares. Upon the Merger Consideration (such instructions shall include instructions for the payment Exchange Agent's receipt of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittaltransmittal and any certificate held by a stockholder, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate each stockholder shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder number of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to whole shares of AutoCyte Common Stock into which the shares of Company NeoPath Common Stock underlying as set forth on the Stockholder List shall have been converted pursuant to the provisions of this Agreement. The shares of NeoPath Common Stock outstanding immediately prior to the Effective Time (and any certificates representing such Certificate in connection with an affidavit of loss. No interest will shares) shall be paid or accrued on any amount payable upon due surrender deemed canceled as of the CertificatesEffective Time. In the event of a transfer of ownership of Company AutoCyte Common Stock that is not registered into which NeoPath Common Stock shall be converted in the transfer records of Merger shall be deemed to have been issued at the Company, payment may Effective Time. If any AutoCyte Common Stock certificates are to be issued to such in a transferee if name other than that in which the Certificate formerly representing such Company NeoPath Common Stock is presented was registered immediately prior to the Paying AgentEffective Time, accompanied by it shall be a condition of such issuance that the person requesting such issuance shall deliver to the Exchange Agent all documents required necessary to evidence and effect such transfer, transfer and shall pay to the Person requesting such issuance pays Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such payment to shares of AutoCyte Common Stock in a Person name other than that of the registered holder of such Certificate the certificate or establishes surrendered or establish to the satisfaction of Acquirer and the Company Exchange Agent that such tax has been paid or is not applicable. For the purposes Neither AutoCyte nor NeoPath shall be liable to any stockholder for shares of this Agreement, the term “Person” shall mean stock or any individual, corporation (including not-for-profit corporations), general cash in lieu of fractional interests delivered to a public official pursuant to applicable escheat or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))abandoned property laws.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) (ia) a letter of transmittal specifying that delivery of the Certificates 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereofsurrendered pursuant to Section 2.03(d) for cancellation together with is registered, it shall be a condition to such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of payment that such Certificate shall be entitled to receive properly endorsed or otherwise be in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article IIproper form for transfer, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transferas applicable, and the Person requesting such issuance pays payment shall inform the Exchange Agent, pursuant to an agreement entered into prior to Closing, whether any transfer or other taxes similar Taxes are required by reason as a result of such payment to a Person other than the registered holder of such Certificate Certificate, or establishes establish to the reasonable satisfaction of Acquirer the Exchange Agent that such Taxes are not payable. If such transfer or other similar Taxes are payable pursuant to the preceding sentence, then the Exchange Agent shall withhold and deduct from the Merger Consideration (including cash in lieu of fractional shares of NBT Stock) otherwise payable pursuant to this Agreement to the designated Person other than the registered holder, such amounts as the Exchange Agent determines are necessary based on the information supplied by the registered holder. The Exchange Agent (or, subsequent to the twelve-month anniversary of the Effective Time, NBT) shall be entitled to deduct and withhold from the Merger Consideration (including cash in lieu of fractional shares of NBT Stock) otherwise payable pursuant to this Agreement to any holder of Salisbury Stock such amounts as the Exchange Agent or NBT, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent that any amounts are withheld by the Exchange Agent or NBT, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Salisbury Stock in respect of whom such deduction and withholding was made by the Exchange Agent or NBT, as the case may be. (b) At least one (1) business day prior to the Effective Time, NBT shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Salisbury Stock pursuant to this Article II (i) certificates, or at NBT’s option, evidence of shares in book-entry form, representing the shares of NBT Stock, sufficient to pay the aggregate Stock Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of NBT Stock, each to be given to the holders of Salisbury Stock in exchange for Certificates pursuant to this Article II. Until the twelve (12) month anniversary of the Effective Time, NBT shall make available on a timely basis or cause to be made available to the Exchange Agent the following: (i) certificates, or at NBT’s option, evidence of shares in book-entry form, representing the shares of NBT Stock, sufficient to pay the aggregate Stock Consideration required pursuant to this Article II, and (ii) an aggregate amount of cash sufficient to pay the estimated amount of cash to be paid in lieu of fractional shares of NBT Stock, each to be given to the holders of Salisbury Stock in exchange for Certificates pursuant to this Article II. Upon such twelve (12) month anniversary, any such cash or certificates remaining in the possession of the Exchange Agent, together with any earnings in respect thereof, shall be delivered to NBT. Any holder of Certificates who has not theretofore exchanged his or her Certificates for the Merger Consideration pursuant to this Article II or who has not theretofore submitted a letter of transmittal, if required, shall thereafter be entitled to look exclusively to NBT, and only as a general creditor thereof, for the Merger Consideration, as applicable, to which he or she may be entitled upon exchange of such Certificates pursuant to this Article II. If outstanding Certificates are not surrendered, or the payment for the Certificates is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Authority, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of NBT (and to the extent not in its possession shall be delivered to it), free and clear of all Liens of any Person previously entitled to such property. Neither the Exchange Agent nor any of the parties hereto shall be liable to any holder of Salisbury Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. NBT and the Company Exchange Agent shall be entitled to rely upon the stock transfer books of ▇▇▇▇▇▇▇▇▇ to establish the identity of those Persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. (c) Promptly after the Effective Time, NBT shall cause the Exchange Agent to mail or deliver to each Person who did not surrender, or who improperly surrendered, such shareholder’s Certificates to the Exchange Agent and who was, immediately prior to the Effective Time, a holder of record of Salisbury Stock a notice advising such holders of the effectiveness of the Merger, including a letter of transmittal in a form reasonably satisfactory to NBT and Salisbury containing instructions for use in effecting the surrender of Certificates in exchange for the Merger Consideration which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon with respect to shares evidenced by Certificates, proper delivery to the Exchange Agent of such Certificates and the transmittal materials, duly, completely and validly executed in accordance with the instructions thereto. Upon surrender to the Exchange Agent of a Certificate for cancellation together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, the holder of such Certificate shall promptly be provided in exchange therefor, but in no event later than five (5) Business Days after due surrender, (x) a certificate, or at the election of NBT, a statement reflecting shares issued in book-entry form, representing the number of whole shares of NBT Stock that such tax holder is entitled pursuant to this Article II, and (y) a check in the amount equal to the sum of (A) the cash portion of the Merger Consideration that such holder has the right to receive in respect of such Certificate surrendered pursuant to this Article II, (B) any cash in lieu of fractional shares pursuant to Section 2.03(f) and (C) any dividends or other distributions that such holder is entitled pursuant to Section 2.03(e), and the Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid with respect to any property to be delivered upon surrender of Certificates. (d) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by NBT or the Exchange Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, NBT shall cause the Exchange Agent to issue the Merger Consideration deliverable to such Person, and any cash, unpaid dividends or other distributions that would be payable or deliverable to such Person, in respect of the shares of Salisbury Stock represented by such lost, stolen or destroyed Certificate. (e) No dividends or other distributions with respect to NBT Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of NBT Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to subsection (l) below, and all such dividends, other distributions and cash in lieu of fractional shares of NBT Stock shall be paid by NBT to the Exchange Agent, in each case until the surrender of such Certificate in accordance with this Section 2.03. Subject to the effect of applicable abandoned property, escheat or similar laws, following surrender of any such Certificate there shall be paid to the Holder of the whole shares of NBT Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of NBT Stock and the amount of any cash payable in lieu of a fractional share of NBT Stock to which such holder is entitled pursuant to subsection (l), and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and with a payment date subsequent to such surrender payable with respect to such whole shares of NBT Stock. NBT shall make available to the Exchange Agent cash for these purposes, if necessary. (f) Notwithstanding any other provision hereof, no fractional shares of NBT Stock and no certificates or scrip therefor, or other evidence of ownership thereof, will be issued in the Merger; no dividend or distribution by NBT shall relate to such fractional share interests; and such fractional share interests will not applicableentitle the owner thereof to vote or to any other rights as a stockholder of NBT. For In lieu of any such fractional shares, NBT shall pay to each holder of a fractional share of NBT Stock an amount of cash (without interest) determined by multiplying the purposes fractional share interest to which such holder would otherwise be entitled by the average of the daily closing prices during the regular session of NBT Stock as reported on NASDAQ for the five (5) consecutive trading days ending on the third Business Day immediately prior to the Closing Date, rounded to the nearest whole cent (the “NBT Measurement Price”). (g) NBT, in the exercise of its reasonable discretion, shall have the right to make all determinations, not inconsistent with the terms of this Agreement, governing (A) the term “Person” shall mean any individual, corporation issuance and delivery of shares of NBT Stock into which shares of Salisbury Stock are converted in the Merger and (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined B) the method of payment of cash in Section 13(d)(3) lieu of the Securities Exchange Act fractional shares of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))NBT Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer Parent or the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a the “CertificateCertificates”) ) or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”) whose shares were converted pursuant to Section 2.1(c) into the right to received the Merger Price, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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) Book Entry Shares to the Paying Agent, such letter of transmittal to Agent and shall be in customary such form and have such other provisions as Acquirer Parent may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Price. Upon surrender of a Certificate or Book Entry Shares for cancellation to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed, and such other documents as may reasonably be requested by the Paying Agentin accordance with its terms, the holder of such Certificate Certificates or Book Entry Shares shall be entitled to receive in exchange therefor a cash payment representing the Merger Consideration that Price for each share of Company Common Stock represented thereby, subject to any applicable withholding tax, which such holder is entitled has the right to receive pursuant to the provisions of this Article II, and the Certificate Certificates or Book Entry Shares so surrendered shall forthwith be canceled; provided that in cancelled. In no event will a shall the holder of a Certificate any Certificates or Book Entry Shares be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender funds to be received in the Merger, including any interest accrued in respect of the CertificatesPayment Fund. In the event of a transfer of ownership of Company Common Stock that prior to the Effective Time which is not registered in the transfer records of the Company, payment the Merger Price may be issued to such a transferee if the Certificate formerly Certificates or Book Entry Shares representing such Company Common Stock is presented to the Paying Agent, Agent accompanied by all documents required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.03(b), each Certificates or Book Entry Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Price for each share of Company Common Stock represented thereby as contemplated by this Article II, together with the dividends, if any, which may have been declared by the Company on the Company Common Stock in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. Parent and the Person requesting such issuance pays any transfer or other taxes required by reason Surviving Corporation shall pay all fees and expenses of such payment to a Person other than the registered holder of such Certificate or establishes to Paying Agent in connection with the satisfaction of Acquirer Payment Fund and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))distributions therefrom.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer Novartis shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) Certificate (i) a letter of transmittal specifying that delivery of the Certificates 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer Novartis may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article IIIII, and the Certificate so surrendered shall forthwith be canceledcancelled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer Novartis and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))nature.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer Parent shall cause the Paying Exchange Agent to mail to each holder record holder, as of record the Effective Time, of a an outstanding certificate representing or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the "Certificates"), a “Certificate”) (i) a form of letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Exchange Agent, such letter of transmittal to be in customary form ) and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the Certificate(s) and payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)therefor. Upon surrender to the Paying Exchange Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation such Certificates, together with such letter of transmittal, transmittal duly completed and validly executed, and such other documents as may reasonably be requested acceptance thereof by the Paying Exchange Agent, the holder of such a Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the Merger Consideration that such holder is entitled to receive number of full Parent Common Shares and the Fractional Share Payment, if any, into which the Certificates surrendered shall have been converted pursuant to this Article IIAgreement. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose in order to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock and if such certificates are presented to the Company for transfer, they shall be cancelled against delivery of the certificate or certificates for Parent Common Shares and Fractional Share Payment as hereinabove provided. If any certificate for such Parent Common Shares is to be issued to a person other than the registered holder of a Certificate surrendered for exchange, it shall be a condition of such exchange that the Certificate so surrendered shall forthwith be canceled; provided properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person person requesting such issuance pays exchange shall pay to Parent or the Exchange Agent any transfer or other taxes required by reason of the issuance of certificates for such payment to Parent Common Shares in a Person name other than that of the registered holder of such Certificate the Certificate(s) surrendered, or establishes establish to the satisfaction of Acquirer and parent or the Company Exchange Agent that such tax has been paid or is not applicable. For the purposes of Until surrendered as contemplated by this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporationsSection 2.2(b), general or limited partnershipeach Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration and Fractional Share Payment, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934if any, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))contemplated by Section 2.1. No interest will be paid or will accrue on any Fractional Share Payment.

Exchange Procedures. As On or as soon as reasonably practicable after the Effective Time, Acquirer shall cause (i) Humboldt will deliver to the Paying Exchange Agent: (i) certificates representing the number of shares of Humboldt Common Stock issuable in the Merger; and (ii) cash for the payout of fractional shares. 2.8.1 Upon surrender to the Exchange Agent to mail for cancellation of one or more certificates for shares of Tehama Common Stock ("Tehama Certificates"), accompanied by a duly executed letter of transmittal in proper form, the Exchange Agent shall, as promptly as practicable thereafter, deliver to each holder of record such surrendered Tehama Certificates, certificates representing the appropriate number of a certificate representing shares of Company Humboldt Common Stock (a “Certificate”) (i"New Certificates") a letter and/or checks for payment of transmittal specifying that delivery 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 effected, and risk of loss and title paid to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, 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 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 the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares issuance of Company Common Stock underlying such New Certificates, except that if any New Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may to be issued to in a name other than that in which the Tehama Certificates surrendered shall have been registered, it shall be a condition of such a transferee if issuance that the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person holder requesting such issuance pays shall properly endorse the certificate or certificates and shall pay to Humboldt or the Exchange Agent any transfer or other taxes required payable by reason thereof, or of any prior transfer of such payment to a Person other than the registered holder of such Certificate surrendered certificate, or establishes establish to the satisfaction of Acquirer and Humboldt or the Company Exchange Agent that such tax has taxes have been paid or is are not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))payable.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer shall cause the Paying Agent to shall mail to each holder of record of a certificate representing or certificates (the “Certificates”) which as of the Effective Time represented outstanding shares of Company Common Stock (a the “CertificateCancelled Shares”) ) that were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper actual delivery of the Certificates (or affidavits of loss in lieu thereof) or book-entry shares (“Book-Entry Shares”) to the Paying Agent, such letter of transmittal to be in customary form Agent and have such other provisions as Acquirer upon which the Parent and the Company may reasonably specify agree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Merger Consideration. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent for cancellation (or to such other agent or agents as may be appointed by mutual agreement of the Parent and the Company), together with such a duly executed letter of transmittal, duly completed and validly executed, transmittal and such other documents as may reasonably be requested by the Paying AgentAgent may require, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect (after giving effect to the shares any required tax withholdings as provided in Section 2.4) in exchange for each share of Company Common Stock underlying formerly evidenced by such Certificate in connection with an affidavit or Book-Entry Shares, which such holder has the right to receive pursuant to the provisions of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatesthis Article II. In the event of a transfer of ownership of Company Common Stock that Cancelled Shares which is not registered in the transfer records of the Company, payment the Merger Consideration may be issued delivered to such a transferee if the Certificate formerly (or affidavit of loss in lieu thereof) or Book-Entry Shares representing such Company Common Stock Cancelled Shares is presented to the Paying Agent, Agent accompanied by all documents required to evidence and effect such transfer, transfer and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes evidence satisfactory to the satisfaction of Acquirer and the Company Paying Agent that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group applicable Transfer Taxes (as defined in Section 13(d)(37.13) have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (or affidavit of loss in lieu thereof) and Book-Entry Shares shall be deemed at any time after the Securities Exchange Act Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Section 2.2. No interest shall be paid or will accrue on the Merger Consideration payable to holders of 1934, as amended (including Certificates or Book-Entry Shares pursuant to the rules and regulations promulgated thereunder, the “Exchange Act”))provisions of this Article II.

Exchange Procedures. As ICE shall cause appropriate transmittal materials, in such form as reasonably agreed upon by ICE and NYBOT, to be provided by the Exchange Agent to holders of record of Membership Interests as soon as reasonably practicable after the Effective Time, Acquirer shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal specifying that delivery Time advising such holders of the Certificates 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment effectiveness of the Merger Consideration and the procedure for providing the Instructions to a Person other than the Person in whose name Exchange Agent. Upon the surrendered Certificate is registered on delivery to the transfer books Exchange Agent of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying AgentInstructions, the holder of such Certificate Book Entry Interests shall be entitled to receive in exchange therefor (i) evidence in book entry form of the Merger issuance of that number of whole shares of ICE Common Stock in respect of the aggregate Stock Consideration that such holder is entitled to receive pursuant to this Article IISection 4.1(a) and Section 4.3 (after taking into account all Membership Interests then held by such holder) and (ii) a check in the amount (after giving effect to any required Tax withholdings) equal to the sum of (x) any cash in lieu of fractional shares and (y) any cash in respect of the Cash Consideration (after taking into account all Membership Interests then held by such holder), and the Certificate so surrendered Book Entry Interests which are the subject of such Instructions shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of losscancelled. No interest will be paid or accrued on any amount payable upon due surrender such transfer and cancellation of the Certificatesany Book Entry Interests. In the event of a transfer of ownership of Company Common Stock Membership Interests that is not registered in the transfer records of NYBOT, evidence in book entry form of the Companyissuance of the proper number of shares of ICE Common Stock, payment together with a check for any cash to be paid upon the delivery to the Exchange Agent of the Instructions, may be issued and/or paid to such a transferee if written instructions authorizing the Certificate formerly representing such Company Common Stock is transfer of any Book Entry Interests are presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfertransfer and to evidence that any applicable stock transfer Taxes have been paid. If any shares of ICE Common Stock are to be issued in a name other than that in which any Book Entry Interest is registered, and it shall be a condition of such exchange that the Person requesting such issuance pays exchange shall pay any transfer or other taxes Taxes required by reason of such payment to the issuance of shares of ICE Common Stock in a Person name other than that of the registered holder of such Certificate Book Entry Interests, or establishes shall establish to the satisfaction of Acquirer and ICE or the Company Exchange Agent that such tax Tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporationsprofit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or Self-Regulatory Organization or other entity of any kind or group nature. As used in this Agreement, (as defined in Section 13(d)(3i) of the Securities Exchange Act of 1934, as amended term “Tax” (including the rules and regulations promulgated thereunderplural form “Taxes” and, with correlative meaning, the terms “Exchange ActTaxable” and “Taxation”) includes all U.S. federal, state, local and foreign income, profits, windfall profits, franchise, gross receipts, environmental, customs duty, capital stock, severances, stamp, payroll, sales, employment, unemployment, disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties and additions imposed with respect to such amounts and any interest in respect of such penalties and additions, (ii) the term “Tax Return” includes all returns and reports (including elections, declarations, disclosures, schedules, estimates and information returns) required to be filed with a Tax Authority relating to Taxes, and (iii) the term “Tax Authority” includes any Governmental Entity responsible for the assessment, collection or enforcement of Laws relating to Taxes (including the IRS and any similar state or local revenue agency)).. 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Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a “Certificate”the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(b) , (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer the Company and Acquiror may reasonably specify specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Consideration. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Acquiror Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article II2, certain dividends or other distributions, if any, in accordance with Section 2.2(c) and cash in lieu of any fractional share of Acquiror Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Company Common Stock may be issued to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, properly endorsed or otherwise in proper form for transfer and the Person person requesting such issuance pays any transfer or other taxes required by reason of such payment the issuance of shares of Acquiror Common Stock to a Person person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company Acquiror that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this AgreementArticle 2, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity certain dividends or other entity distributions, if any, in accordance with Section 2.2(c) and cash in lieu of any fractional share of Acquiror Common Stock in accordance with Section 2.2(e). No interest shall be paid or group (as defined in Section 13(d)(3) will accrue on any cash payable to holders of Certificates pursuant to the Securities Exchange Act provisions of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))this Article 2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each record holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) FTX Certificate at the Effective Time a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the FTX Certificates shall pass, only upon proper actual delivery of the Certificates (or affidavits of loss in lieu thereof) thereof to the Paying Agent, such letter of transmittal to be in customary form Exchange Agent and have such other provisions as Acquirer may reasonably specify and (ii) shall contain instructions for use in effecting the surrender of the FTX Certificates in exchange for the Merger Consideration (such instructions shall include instructions for property described in the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfernext sentence). Upon surrender for cancellation to the Paying Exchange Agent of FTX Certificate(s) held by any record holder of a Certificate (or evidence of loss in lieu thereof) for cancellation FTX Certificate, together with such letter of transmittal, transmittal duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a IGL Stock Certificate, a Newco Stock Certificate and a IGL Warrant Certificate representing, respectively, the Merger Consideration that such holder is entitled to receive number of whole shares of IGL Common Stock, the number of whole shares of Newco Common Stock and the number of whole IGL Warrants into which FTX Common Shares represented by the surrendered FTX Certificate(s) shall have been converted at the Effective Time pursuant to this Article III, cash in lieu of any fractional share of IGL Common Stock or Newco Common Stock or any fractional IGL Warrant in accordance with Section 1.8 and the Certificate any dividends and other distributions in accordance with Section 1.7; and FTX Certificate(s) so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event any FTX Certificate(s) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate(s) to be lost, stolen or destroyed and, if reasonably required by IGL or the Surviving Corporation, upon the posting by such person of a transfer of ownership of Company Common Stock bond in such amount as IGL or the Surviving Corporation may reasonably direct as indemnity against any claim that is not registered may be made against it with respect to such Certificate(s), the Exchange Agent will issue in respect to such lost, stolen or destroyed Certificate(s), the transfer records consideration to be received by virtue of the Company, payment may be issued Merger with respect to such a transferee if the Certificate formerly representing such Company FTX Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Shares represented thereby.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates that immediately prior to the Effective Time represented outstanding shares of Company AT&T Broadband Common Stock or Comcast Common Stock (a “Certificate”the "Certificates") , other than shares to be canceled or retired or converted into AT&T Broadband Surviving Corporation Common stock or Comcast Surviving Corporation Common Stock in each case in accordance with Section 4.01, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Exchange Agent, such letter of transmittal to and shall be in customary such form and have such other provisions as Acquirer Parent may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates representing shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Parent Common Stock. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Parent Common Stock that such holder is entitled has the right to receive pursuant to the provisions of this Article II4, cash in lieu of any fractional shares of Parent Common Stock to the extent provided in Section 4.02(e) and any dividends or distributions to the extent provided in Section 4.02(c), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company AT&T Broadband Common Stock or Comcast Common Stock that is not registered in the transfer records of AT&T Broadband or Comcast, as the Companycase may be, payment a certificate representing the proper number of shares of Parent Common Stock may be issued to such a transferee if Person other than the Person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance pays payment shall pay any transfer or other taxes required by reason of such payment the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company Parent that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 4.02, each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the certificate representing the appropriate number of this Agreementwhole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock to the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined extent provided in Section 13(d)(34.02(e) and any dividends and distributions to the extent provided in Section 4.02(c). No interest will be paid or will accrue on any cash payable in lieu of any fractional shares of Parent Common Stock. Any amounts payable or deliverable pursuant to this Agreement shall be subject to and made net of applicable withholding taxes to the Securities Exchange Act extent such taxes are imposed under applicable law as determined by Parent in its reasonable discretion. To the extent that amounts are so withheld, those amounts shall be treated for all purposes as having been paid to the holders of 1934AT&T Broadband Common Stock or Comcast Common Stock, as amended (including the rules case may be, in respect of which the deduction and regulations promulgated thereunder, the “Exchange Act”))withholding was made.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer but no later than two days thereafter, the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Certificate or Common Stock (a “Certificate”) Option whose shares or options were converted into the Merger Consideration pursuant to Section 2.1 of this Agreement, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates or Common Stock Options, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) Common Stock Options to the Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer Parent and the Company may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates or Common Stock Options in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Consideration. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) Common Stock Option for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate or Common Stock Option shall be entitled to receive in exchange therefor a Parent certificate representing that number of whole shares of Parent Common Stock issuable to such holder pursuant to the Merger Consideration Merger, the Cash Payment payable to such holder, a Parent certificate representing that number of CVRs that correspond to the number of whole shares of Parent Common Stock issuable to such holder pursuant to the Merger, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e) that such holder is entitled has the right to receive pursuant to the provisions of this Article II, and the Certificate or Common Stock Option so surrendered shall forthwith be canceled; provided that cancelled. The Cash Payment and any other cash distributions made in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid accordance with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will Section 2.2(c) and 2.2(e) shall be paid by check or accrued on any amount payable upon due surrender of the Certificateswire transfer. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock may be issued to such a transferee if Person other than the Person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance pays shall pay any transfer or other non-income taxes required by reason of such payment the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company Parent that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.2, each Certificate or Common Stock Option shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration that the holder thereof has the right to receive pursuant to the provisions of this AgreementArticle II, the term “Person” shall mean any individualand, corporation (including not-for-profit corporations)if applicable, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity certain dividends or other entity distributions in accordance with Section 2.2(c). No interest will be paid or group (as defined in Section 13(d)(3) will accrue on any cash payable to holders of Certificates or Common Stock Options pursuant to the Securities Exchange Act provisions of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))this Article II.

Exchange Procedures. As soon as reasonably practicable Unless the parties otherwise agree, promptly, but no later than three business days, after the Effective Time, Acquirer the Surviving Corporation shall cause the Paying Agent to mail to each holder the former holders of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) a letter of Seller Shares appropriate transmittal specifying materials which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates certificates theretofore representing the Seller Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) such certificates to the Paying AgentSurviving Corporation or its duly authorized agent. After the Effective Time, each holder of Seller Shares issued and outstanding at the Effective Time shall surrender the certificate or certificates representing such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject shares to the receipt of appropriate documentation for such transfer). Upon Surviving Corporation and shall promptly upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to thereof receive in exchange therefor the Merger Consideration that Consideration, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 2.2 of this Agreement. The Surviving Corporation shall not be obligated to deliver the consideration to which any former holder of Seller Shares is entitled as a result of the Merger until such holder is entitled to receive pursuant to surrenders his or her certificate or certificates representing the Seller Shares for exchange as provided in this Article II, and the Certificate Section 2.1. The certificate or certificates of Seller Shares so surrendered shall forthwith be canceled; provided that in no event will duly endorsed as the Surviving Corporation may require. Any other provision of this Agreement notwithstanding, the Surviving Corporation shall not be liable to a holder of the Seller Shares for any amounts paid or property delivered in good faith to a Certificate public official pursuant to any applicable abandoned property law. Notwithstanding anything to the contrary contained in this Agreement, no certificates representing fractional shares of Buyer Common Stock shall be issued upon the surrender for exchange of the Seller Shares, and such fractional Buyer Common Stock interests will not entitle the owner thereof to vote or to any rights of a shareholder of the Surviving Corporation. Each holder of Seller Shares who would otherwise be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect a fractional share of Buyer Common Stock shall instead receive an amount of cash, without interest, equal to the shares product obtained by multiplying (a) the fractional share of Company Buyer Common Stock underlying to which such Certificate in connection with an affidavit of loss. No interest will holder (after taking into account all Seller Shares held at the Effective Time by such holder) would otherwise be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied entitled by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3b) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))$5.00.

Exchange Procedures. As soon as reasonably practicable after (a) Prior to the Effective Time, Acquirer for the benefit of the holders of Certificates, Parent shall cause deliver to the Paying Exchange Agent certificates evidencing the number of shares of Parent Common Stock issuable and the Aggregate Cash Consideration payable pursuant to mail this Article III in exchange for Certificates representing outstanding shares of Company Common Stock. The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Parent 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. (b) After completion of the allocation referred to in Section 3.03(g), each holder of record of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of whole shares of Parent Common Stock and the amount of cash into which the aggregate number of shares of Company Common Stock previously represented by such Certificate or Certificates surrendered shall have been converted pursuant to this Agreement and any other distribution theretofore paid with respect to Parent Common Stock issuable in the Merger, if such holder’s shares of Company Common Stock have been converted into Parent Common Stock, in each case without interest. The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate which prior to the Effective Time represented Company Common Stock and which is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of Parent Common Stock or the right to receive the amount of cash into which such Company Common Stock shall have been converted. After the Effective Time, there shall be no further transfer on the records of the Company of Certificates representing shares of Company Common Stock (a “Certificate”)and if such Certificates are presented to the Company for transfer, they shall be cancelled against delivery of certificates for Parent Common Stock or cash as hereinabove provided. No dividends which have been declared will be remitted to any Person entitled to receive shares of Parent Common Stock under this Agreement until such Person surrenders the Certificate or Certificates representing Company Common Stock, at which time such dividends shall be remitted to such Person, without interest. (ic) Parent shall mail appropriate transmittal materials in a form satisfactory to Parent (including a letter of transmittal specifying that delivery of the Certificates shall be effected, effected and risk of loss and title to the Certificates such certificate shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) such certificate to the Paying Exchange Agent, such letter ) as soon as practicable after the Effective Time to each holder of transmittal to be in customary form and have such other provisions record of Company Common Stock as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions Effective Time who did not previously submit a properly completed Election Form. Parent shall include instructions for the payment not be obligated to deliver cash and/or a certificate or certificates representing shares of Parent Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that until such holder is entitled to receive pursuant to this Article II, and surrenders the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to or Certificates representing the shares of Company Common Stock underlying such Certificate for exchange as provided in connection with this Section 3.04, or, in default thereof, an appropriate affidavit of lossloss and indemnity agreement and/or a bond as may be required by Parent or the Exchange Agent. No interest will If any certificates evidencing shares of Parent Common Stock are to be paid or accrued on any amount payable upon due surrender of issued in a name other than that in which the Certificates. In the event of a transfer of ownership of Certificate evidencing Company Common Stock that surrendered in exchange therefor is not registered in the transfer records registered, it shall be a condition of the Company, payment may be issued to such a transferee if issuance thereof that the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, so surrendered shall be properly endorsed or accompanied by all documents required to evidence an executed form of assignment separate from the Certificate and effect such transfer, otherwise in proper form for transfer and that the Person requesting such issuance pays exchange pay to the Exchange Agent any transfer or other taxes tax required by reason of such payment to the issuance of a Person certificate for shares of Parent Common Stock in any name other than that of the registered holder of such the Certificate surrendered or establishes otherwise establish to the satisfaction of Acquirer and the Company Exchange Agent that such tax has been paid or is not applicablepayable. (d) Any portion of the shares of Parent Common Stock and cash delivered to the Exchange Agent by Parent pursuant to Section 3.04(a) that remains unclaimed by the stockholders of the Company for one year after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to Parent. For Any stockholders of the purposes Company who have not theretofore complied with Section 3.04(c) shall thereafter look only to Parent for the consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement 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 Parent 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 other applicable law, become the property of Parent (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 stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Parent 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 consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the term “Person” event of a dispute with respect to ownership of stock represented by any Certificate, Parent and the Exchange Agent shall mean be entitled to deposit any individualconsideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (e) Notwithstanding anything in this Agreement to the contrary, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (Certificates surrendered for exchange by any Company Affiliate shall not be exchanged for certificates representing shares of Parent Common Stock to which such Company Affiliate may be entitled pursuant to the terms of this Agreement until Parent has received a written agreement from such Person as defined specified in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))7.07.

Exchange Procedures. As soon as reasonably practicable after the ------------------- Effective TimeTime of the Merger, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Stock, other than shares to be canceled or retired in accordance with Section 3.1(b) hereof (a “Certificate”such -------------- certificates, the "Certificates") (i) a letter of transmittal specifying transmittal, which shall ------------ specify that delivery of the Certificates 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 Paying Exchange Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates representing shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Parent Common Stock. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Parent Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article IIIII, ----------- and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock may be issued to such a transferee if Person other than the Person in whose name the Certificate formerly representing so surrendered is registered, if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance pays payment shall pay any transfer or other taxes required by reason of such payment the issuance of shares of Parent Common Stock to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company establish that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section ------- 3.2, each Certificate shall be deemed at any time after the purposes Effective Time to --- represent only the right to receive upon such surrender the certificate representing the appropriate number of this Agreementwhole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock and any dividends to the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined extent provided in Section 13(d)(33.2(c) hereof as contemplated by this Section 3.2. No -------------- ----------- interest will be paid or will accrue on any cash payable in lieu of the Securities Exchange Act any fractional shares of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Parent Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock Millennium Certificate (each a “Certificate”) ) whose shares have been converted into the right to receive shares of Lyondell Common Stock pursuant to Section 4.1 (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer Millennium and Lyondell may reasonably specify specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange and for the Merger Consideration (such instructions shall include instructions for the payment receipt of the Merger Consideration Lyondell Certificates to a Person other than the Person which such holder is entitled set forth in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)this Article 4. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a Lyondell Certificate representing that number of shares of Lyondell Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article II4, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company shares of Millennium Common Stock that is not registered in the transfer records of Millennium, a Lyondell Certificate representing the Company, payment proper number of shares of Lyondell Common Stock may be issued to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays shall pay any transfer or other non-income taxes required by reason of such payment the issuance of shares of Lyondell Common Stock to a Person person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company Lyondell that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 4.3, each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender Lyondell Certificates representing the number of shares of Lyondell Common Stock which the holder has the right to receive pursuant to this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Article 4.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing Certificate whose shares of Company Common Stock (a “Certificate”) were converted into the Merger Consideration, pursuant to Section 2.1, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer the Company and Parent may reasonably specify specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Consideration. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a Parent Certificate representing that number of whole shares of Parent Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescancelled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment a Parent Certificate representing the proper number of shares of Parent Common Stock may be issued to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays shall pay any transfer or other non-income taxes required by reason of such payment the issuance of shares of Parent Common Stock to a Person person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company Parent that any such tax has been paid or is not applicable. For Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Parent or the Exchange Agent are required to withhold or deduct under the Code or any provision of state, local or foreign tax law with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this AgreementAgreement as having been paid to the holder of the Company Common Stock in respect of whom such deduction and withholding were made by Parent or the Exchange Agent. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the term “Person” shall mean any individualEffective Time to represent only the right to receive upon such surrender Parent Certificates representing the number of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented by such Certificate have been converted, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity certain dividends or other entity distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e). No interest will be paid or group (as defined in Section 13(d)(3) will accrue on any cash payable to holders of Certificates pursuant to the Securities Exchange Act provisions of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))this Article II.

Exchange Procedures. As soon as reasonably practicable but in no event later than five days after the Effective Time, Acquirer Golden State shall cause the Paying Exchange Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company RedFed Common Stock (a “Certificate”) the "Certificates") whose shares were converted into shares of Golden State Common Stock pursuant to Section 2.1 (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer Golden State and RedFed may reasonably specify specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates representing shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Golden State Common Stock. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Golden State Common Stock which such holder is entitled has the right to receive in respect of the Certificate surrendered pursuant to the provisions of this Article IIII (after taking into account all shares of RedFed common stock then held by such holder), together with cash in lieu of the issuance of any fractional shares as provided in Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company RedFed Common Stock that which is not registered in the transfer records of RedFed, a certificate representing the Company, payment proper number of shares of Golden State Common Stock may be issued to such a transferee if the Certificate formerly representing such Company RedFed Common Stock is presented to the Paying Agent, Exchange Agent accompanied by all documents required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Golden State Common Stock and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined cash in Section 13(d)(3) lieu of the Securities Exchange Act issuance of 1934, any fractional shares of Golden State Common Stock as amended contemplated by this Section 2.2. (including the rules and regulations promulgated thereunder, the “Exchange Act”c)).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer Parent shall cause the Paying Agent to mail be mailed to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) , a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 thereof) to the Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have other such other provisions as Acquirer Parent may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Consideration. Upon surrender of a Company Certificate for cancellation to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation Exchange Agent, together with such letter of transmittal, duly completed and validly executed, executed in accordance with the instructions thereto and such other documents as may reasonably be requested by the Paying Agentrequired pursuant to such instructions, the holder of such Company Certificate shall be entitled to receive promptly in exchange therefor (A) a certificate representing the number of whole shares of Parent Common Stock that such holder has the right to receive as part of the Merger Consideration that Consideration, a (B) a check for cash in lieu of fractional shares of Parent Common Stock, any dividends or other distributions to which such holder is entitled to receive pursuant to this Article IISection 2.7 and any other cash to which such holder is entitled, and the Company Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a cancelled. Until so surrendered, each outstanding Company Certificate shall be entitled deemed from and after the Closing, for all corporate purposes, to evidence the right to receive upon such surrender such a certificate and check. Any portion of the Merger Consideration if Merger Consideration was already paid shares of Parent Common Stock and cash deposited with respect the Exchange Agent pursuant to Section (b) above, which remains undistributed to the holders of the shares of Company Common Stock underlying such Certificate in connection with an affidavit for 12 months after the Closing shall be delivered to Parent, upon demand, and any holders of loss. 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 shares of Company Common Stock that is who have not registered in the transfer records of the Company, payment may theretofore complied with this Exhibit A shall thereafter be issued entitled to receive from Parent such a transferee if the Certificate formerly representing certificate and check. Any such portion of such shares and cash remaining unclaimed by holders of shares of Company Common Stock is presented immediately prior to such time as such amounts otherwise escheat to or become to or become property of any Governmental Entity shall, to the Paying Agentextent permitted by Law, accompanied by all documents required to evidence and effect such transfer, and become the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) property of the Securities Exchange Act Surviving Corporation free and clear of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))any claims or interest of any person previously entitled thereto.

Exchange Procedures. (a) At and after the Effective Time, each certificate representing shares of Monroe 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 reasonably practicable after the Effective Time, Acquirer but in no event more than five business days thereafter, ONB shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Monroe Common Stock (a “Certificate”) (i) a letter of transmittal specifying providing instructions as to the transmittal to ONB of certificates representing shares of Monroe 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 delivery number of whole shares of ONB Common Stock that each holder of Monroe Common Stock has the Certificates 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 effectedentitled to receive, and risk to be delivered to such shareholder upon delivery to ONB of loss and title to the Certificates shall pass, only upon proper delivery certificates representing such shares of the Certificates Monroe Common Stock (“Old Certificates”) (or affidavits bond or other indemnity satisfactory to ONB if any of loss in lieu thereofsuch certificates are lost, stolen or destroyed) to the Paying Agent, owned by such letter of transmittal to be in customary form shareholder accompanied by a properly completed and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such executed letter of transmittal, duly completed as in the form and validly executed, and such other documents as may reasonably substance satisfactory to ONB. No interest will be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the paid on any Merger Consideration that any such holder is shall be entitled to receive pursuant to this Article II, and II upon such delivery. (d) No dividends or other distributions on ONB Common Stock with a record date occurring after the Certificate so surrendered Effective Time shall forthwith be canceled; provided that in no event will a paid to the holder of any unsurrendered Old Certificate representing shares of Monroe 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 surrender of the Old Certificate. (e) The stock transfer books of Monroe 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 Monroe of any shares of Monroe 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 Monroe’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations or other entities (each, a Certificate be “Person”) entitled to receive the Merger Consideration if Merger Consideration was already paid Consideration, which books shall be conclusive with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatesthereto. In the event of a transfer of dispute with respect to ownership of Company 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 Monroe Common Stock that is not registered are held as treasury stock of Monroe or owned by ONB (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be cancelled and shall cease to exist and no stock of Monroe or other consideration shall be exchanged therefor. (i) Notwithstanding the transfer records foregoing, no party hereto shall be liable to any former holder of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Monroe Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays for any transfer or other taxes required by reason of such payment amount properly delivered to a Person other than the registered holder of such Certificate public official pursuant to applicable abandoned property, escheat or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))similar laws.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeClosing, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) ) or book-entry share (a “Book-Entry Share”) that immediately prior to the Effective Time represented outstanding shares of Qorvo Common Stock whose shares were converted into the right to receive the applicable Merger Consideration, as applicable: (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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) Book-Entry Shares to the Paying Exchange Agent, such letter of transmittal to and which shall be in customary such form and have such other provisions as Acquirer may reasonably specify determined by Skyworks); and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the applicable Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Consideration. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) Book-Entry Share, as applicable, for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Skyworks, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the that amount of Merger Consideration that such holder is entitled has the right to receive pursuant to the provisions of this Article IIIII, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled; provided that cancelled. If any portion of the applicable Merger Consideration is to be registered in no event will a holder the name of a person other than the person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, it shall be entitled a condition to receive the registration of such Merger Consideration that the surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such delivery of the Merger Consideration if Merger Consideration was already paid with respect shall pay to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays Exchange Agent any transfer or other taxes required by reason of such payment to registration in the name of a Person person other than the registered holder of such Certificate or establishes Book-Entry Share or establish to the reasonable satisfaction of Acquirer and the Company Exchange Agent that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 3.3, each Certificate or Book-Entry Share shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration. No interest shall be paid or shall accrue for the benefit of this Agreement, holders of Certificates or Book-Entry Shares on the term “Person” shall mean any individual, corporation (including notapplicable Merger Consideration payable upon the surrender of Certificates or Book-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Entry Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer but in any event within ten (10) business days following the Effective Time, Parent shall cause the Paying Exchange Agent to mail provide appropriate transmittal materials, which will be reasonably agreed upon by Parent and the Company, to each holder holders of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal specifying that delivery Shares as of the Effective Time advising such holders of the effectiveness of the Merger and the procedure for surrendering the Certificates 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 Paying Exchange Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting . Upon the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt Exchange Agent in accordance with the terms of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agenttransmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (x) a certificate representing that number of whole shares of Parent Common Stock that such holder is entitled to receive pursuant to this Article IIIV, (y) a check in an aggregate amount (after giving effect to any required tax withholdings) equal to the sum of (A) the Cash Consideration, (B) any cash in lieu of fractional shares and (C) any cash dividends or other distributions and (z) any other dividends or distributions, in each case that such holder has the right to receive pursuant to the provisions of this Article IV, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of losscancelled. No interest will be paid or accrued on any amount consideration or other property payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment 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 Company Common Stock Shares is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfertransfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, and it shall be a condition of such exchange that the Person requesting such issuance pays exchange shall pay any transfer or other taxes required by reason of such payment to the issuance of certificates for shares of Parent Common Stock in a Person name other than that of the registered holder of such the Certificate surrendered, or establishes shall establish to the satisfaction of Acquirer and Parent or the Company Exchange Agent that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)).

Exchange Procedures. As Promptly and as soon as reasonably practicable after the Effective Time, Acquirer shall cause the Paying Agent to mail to each holder of record of a an outstanding certificate representing shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal specifying that delivery of the Certificates shall be effectedor certificates which prior thereto represented Shares shall, 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Exchange Agent of a Certificate (such certificate or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed certificates and validly executed, and such other documents as may reasonably be requested acceptance thereof by the Paying Exchange Agent, be entitled to certificates representing the number of full shares of Parent Common Stock, if any, to be received by the holder thereof pursuant to this Agreement and the amount of cash, if any, which the holder of such Certificate shall be entitled to receive in exchange therefor shares has the Merger Consideration that such holder is entitled right to receive pursuant to this Article II, Agreement and the Certificate so surrendered cash, if any, payable in lieu of any fractional shares, subject to the escrow provided for in Section 2.05. The Exchange Agent shall forthwith accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be canceled; provided that in no event will a holder further transfer on the records of a Certificate be entitled the Company or its transfer agent of certificates representing Shares which have been converted pursuant to this Agreement into the right to receive the Merger Consideration Consideration, and if Merger Consideration was already paid with respect such certificates are presented to the Company for transfer, they shall be canceled against delivery of cash and/or certificates for shares of Company Parent Common Stock underlying Stock, as the case may be. If any certificate for such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Parent Common Stock is presented to be issued in, or if cash is to be remitted to, a name other than that in which the Paying Agentcertificate for Shares surrendered for exchange is registered, accompanied by all documents required to evidence it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and effect such transfer, and that the Person person requesting such issuance pays exchange shall pay to Parent or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such payment to Shares in a Person name other than that of the registered holder of such Certificate the certificate surrendered, or establishes establish to the satisfaction of Acquirer and the Company Parent or its transfer agent that such tax has been paid or is not applicable. For the purposes of Until surrendered as contemplated by this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporationsSection 2.03(b), general each certificate for Shares which have been converted into the right to receive the Merger Consideration shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by and determined in accordance with Sections 2.01 and 2.02. No interest will be paid or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity will accrue on any cash payable as Merger Consideration or other entity or group (as defined in Section 13(d)(3) lieu of the Securities Exchange Act any fractional shares of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Parent Common Stock.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing Certificates and In the Money Company Warrants immediately prior to the Effective Time whose shares of Company Common Stock (a “Certificate”) (iand/or In the Money Company Warrants were converted into shares of Parent Common Stock pursuant to Section 2.01(c) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates and/or In the Money Company Warrants shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) and/or In the Money Company Warrants, as applicable, to the Paying Exchange Agent, such letter of transmittal to and which shall be in customary such form and have such other provisions as Acquirer Parent may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates and/or In the Money Company Warrants in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates representing shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Parent Common Stock. Upon surrender to the Paying Agent of a Certificate and/or In the Money Company Warrants for cancellation (or evidence indemnity reasonably satisfactory to Parent and the Exchange Agent, if any of loss in lieu thereofsuch Certificates and/or In the Money Company Warrants are lost, stolen or destroyed) for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate and/or In the Money Company Warrants shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Parent Common Stock which such holder is entitled has the right to receive in respect of all Certificates and/or In the Money Company Warrants surrendered by such holder pursuant to the provisions of this Article IIII (after taking into account all shares of Company Common Stock than held by such holder either directly or upon conversion of the In the Money Company Warrants in a cashless conversion), and the Certificate Certificates and/or In the Money Company Warrants, as applicable, so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescancelled. In the event of a transfer of ownership of shares of Company Common Stock that and/or In the Money Company Warrants which is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock may be issued to such a transferee if the Certificate formerly representing such and/or In the Money Company Common Stock Warrants, as applicable, is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrender as contemplated by this Section 2.02(b), subject to the provisions of Section 6.02(h) (Dissenters Rights) each Certificate and In the Person requesting such issuance pays Money Company Warrants, in each case, shall be deemed at any transfer or other taxes required time after the Effective Time to represent only the Parent Common Stock into which the shares of Company Common Stock represented by reason of such payment to a Person other than the registered holder of such Certificate or establishes to In the satisfaction of Acquirer Money Company Warrants have been converted as provided in this Article II and the Company that right to receive upon such tax has been paid or is not applicable. For the purposes surrender cash in lieu of any fractional shares of Parent Common Stock as contemplated by this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)2.02(b).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented Advantage Health Shares (the "Certificates") whose shares of Company Common Stock (a “Certificate”) were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer HEALTHSOUTH may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates representing shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)HEALTHSOUTH Common Stock. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by HEALTHSOUTH, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of HEALTHSOUTH Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article IISection 2, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that Advantage Health Shares which is not registered in the transfer records of Advantage Health, a certificate representing the Company, payment proper number of shares of HEALTHSOUTH Common Stock may be issued to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered, if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays payment shall pay any transfer or other taxes required by reason of such payment the issuance of shares of HEALTHSOUTH Common Stock to a Person person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company HEALTHSOUTH that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the certificate representing shares of HEALTHSOUTH Common Stock and cash in lieu of any fractional shares of HEALTHSOUTH Common Stock as contemplated by this AgreementSection 2.2. No interest will be paid or will accrue on any cash payable in lieu of any fractional shares of HEALTHSOUTH Common Stock. To the extent permitted by law, former stockholders of record of Advantage Health shall be entitled to vote after the term “Person” shall mean Effective Time at any individualmeeting of HEALTHSOUTH stockholders the number of whole shares of HEALTHSOUTH Common Stock into which their respective Advantage Health Shares are converted, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined regardless of whether such holders have exchanged their Certificates for certificates representing HEALTHSOUTH Common Stock in accordance with this Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))2.2.

Exchange Procedures. (a) 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 reasonably practicable after the Effective Time, Acquirer but in no event more than five business days thereafter, ONB shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company ICB Common Stock (a “Certificate”) (i) a letter of transmittal specifying 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 delivery number of whole shares of ONB Common Stock that each holder of ICB Common Stock has the Certificates 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 effectedentitled to receive, and risk to be delivered to such shareholder upon delivery to ONB of loss and title to the Certificates shall pass, only upon proper delivery certificates representing such shares of the Certificates ICB Common Stock (“Old Certificates”) (or affidavits bond or other indemnity satisfactory to ONB if any of loss in lieu thereofsuch certificates are lost, stolen or destroyed) to the Paying Agent, owned by such letter of transmittal to be in customary form shareholder accompanied by a properly completed and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such executed letter of transmittal, duly completed as in the form and validly executed, and such other documents as may reasonably substance satisfactory to ONB. No interest will be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the paid on any Merger Consideration that any such holder is shall be entitled to receive pursuant to this Article II, and II upon such delivery. (d) No dividends or other distributions on ONB Common Stock with a record date occurring after the Certificate so surrendered Effective Time shall forthwith be canceled; provided that in no event will a paid to the holder of any unsurrendered Old Certificate representing shares of ICB 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 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 other entities (each, a Certificate be “Person”) entitled to receive the Merger Consideration if Merger Consideration was already paid Consideration, which books shall be conclusive with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatesthereto. In the event of a transfer of dispute with respect to ownership of Company 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 is not registered are held as treasury stock of ICB or owned by ONB (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be cancelled and shall cease to exist and no stock of ICB or other consideration shall be exchanged therefor. (i) Notwithstanding the transfer records foregoing, no party hereto shall be liable to any former holder of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company ICB Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays for any transfer or other taxes required by reason of such payment amount properly delivered to a Person other than the registered holder of such Certificate public official pursuant to applicable abandoned property, escheat or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))similar laws.

Exchange Procedures. As soon promptly as reasonably practicable (and in any event no more than ten (10) Business Days) after the Effective Time, Acquirer Parent shall cause instruct the Paying Exchange Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a the “CertificateCertificates”) ) (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary form and have such other provisions as Acquirer may reasonably specify form) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment payable in respect of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books shares of the Company, subject to the receipt of appropriate documentation for Company Common Stock represented by such transfer)Certificates. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent together with such letter of transmittal, duly properly completed and validly duly executed, and such other documents as may reasonably be requested by the Paying Agentrequired pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled to receive pursuant to this Article IISection 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will shall be paid or accrued shall accrue on any amount Cash Consideration, cash in lieu of fractional shares or unpaid dividends and distributions payable upon due surrender to holders of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the transfer records of the Company, payment the Merger Consideration payable in respect of such shares of Company Common Stock may be issued paid to such a transferee if the Certificate formerly representing such shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and the Person requesting such issuance pays any transfer dividends or other taxes required by reason of distributions to which such payment holder is entitled pursuant to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporationsSection 2.2(c), general or limited partnershipin each case, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))without any interest thereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer shall cause the Paying Agent to mail to each holder of record of a Each certificate representing for shares of FLC Capital Stock or Patriot Common Stock delivered for exchange under this Section 1.02(g) must be endorsed in blank by the registered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the same shareholder account, the number of whole shares of Holding Company Common Stock (a “Certificate”) (ifor which certificates will be issued pursuant to this Section 1.02(g) a letter of transmittal specifying that delivery will be computed on the basis of the Certificates shall be effected, and risk aggregate number of loss and title to shares represented by the Certificates shall pass, only upon proper delivery certificates so surrendered. If shares of the Certificates (Holding Company Common Stock or affidavits payments of loss in lieu thereof) to the Paying Agent, such letter of transmittal cash are to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration issued or made to a Person person other than the Person one in whose name the surrendered Certificate certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agentregistered, the holder of such Certificate shall certificate so surrendered must be entitled to receive properly endorsed in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article IIblank, with signature(s) guaranteed, or otherwise in proper form for transfer, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled person to receive the Merger Consideration if Merger Consideration was already paid with respect to the whom certificates for shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Holding Company Common Stock is presented to the Paying Agent, accompanied by all documents required be issued or to evidence and effect such transfer, and the Person requesting such issuance pays whom cash is to be paid shall pay any transfer or other taxes required by reason of such issuance or payment to a Person person other than the registered holder of such Certificate the certificate for shares of FLC Capital Stock or establishes to Patriot Common Stock which are surrendered. As promptly as practicable after the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this AgreementEffective Date, the term “Person” Holding Company shall mean any individualsend or cause to be sent to each shareholder of record of FLC Capital Stock or Patriot Common Stock transmittal materials for use in exchanging certificates representing FLC Capital Stock for certificates representing Holding Company Common Stock into which the FLC Capital Stock or Patriot Common Stock have been converted in the Consolidation. Certificates representing shares of Holding Company Common Stock and checks for cash in lieu of fractional shares shall be mailed to former shareholders of FLC and Patriot as soon as reasonably possible but in no event later than twenty (20) business days following the receipt of certificates representing former shares of FLC Capital Stock or Patriot Common Stock duly endorsed or accompanied by the materials referenced herein and delivered by certified mail, corporation return receipt requested (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined but in Section 13(d)(3) of no event earlier than the Securities Exchange Act of 1934, as amended (including second business day following the rules and regulations promulgated thereunder, the “Exchange Act”)Effective Date).

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer shall cause the Paying Exchange Agent to mail will distribute to each former holder of record Company Common Stock, upon surrender to the Exchange Agent for cancellation of one or more certificates, accompanied by a certificate representing duly executed letter of transmittal that theretofore evidenced shares of Company Common Stock, certificates evidencing the appropriate number of shares of Acquiror Common Stock (and the associated Acquiror Rights) into which such shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title were converted pursuant to the Certificates shall pass, only upon proper delivery Merger and any dividends or distributions related thereto. If shares of Acquiror Common Stock (and the Certificates (or affidavits of loss in lieu thereofassociated Acquiror Rights) to the Paying Agent, such letter of transmittal are to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration issued to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books certificate or certificates are registered, it will be a condition of issuance of the Company, subject to Acquiror Common Stock (and the receipt of appropriate documentation for such transfer). Upon surrender to associated Acquiror Rights) that the Paying Agent of a Certificate (surrendered certificate or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate certificates shall be entitled to receive in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article IIproperly endorsed, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will with signatures guaranteed by a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender member firm of the Certificates. In NYSE or a bank chartered under the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records Laws of the CompanyUnited States of America, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence or otherwise in proper form for transfer and effect such transfer, and that the Person requesting such issuance pays payment shall pay any transfer or other taxes required by reason of such payment the issuance of Acquiror Common Stock (and the associated Acquiror Rights) to a Person other than the registered holder of the surrendered certificate or certificates or such Certificate or establishes Person shall establish to the satisfaction of Acquirer and the Company Acquiror that any such tax has been paid or is not applicable. For Notwithstanding the purposes foregoing, neither the Exchange Agent nor any party hereto will be liable to any former holder of this AgreementCompany Common Stock for any Acquiror Common Stock (and the associated Acquiror Rights) or dividends or distributions thereon delivered to a public official pursuant to any applicable escheat Law. (d) Distributions with Respect to Unexchanged Shares of Company Common Stock. No dividends or other distributions declared or made with respect to Acquiror Common Stock with a record date on or after the Effective Time will be paid to the holder of any certificate that theretofore evidenced shares of Company Common Stock until the holder of such certificate shall surrender such certificate. Subject to the effect of any applicable escheat Law, following surrender of any such certificate, there will be paid from the Exchange Fund to the holder of the certificates evidencing whole shares of Acquiror Common Stock (and the associated Acquiror Rights) issued in exchange therefor, without interest, (i) promptly, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity amount of dividends or other entity or group distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Acquiror Common Stock, and (as defined in Section 13(d)(3ii) of at the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunderappropriate payment date, the “Exchange Act”))amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Acquiror Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime (and in any event within five Business Days), Acquirer Parent shall cause the Paying Exchange Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) Certificate or Converted Note (i) a form of letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates Certificate or Converted Note shall pass, only upon proper delivery of the Certificates (Certificate or affidavits of loss in lieu thereof) Converted Note to the Paying Agent, such letter of transmittal to Exchange Agent and which shall be in customary form and have such other provisions as Acquirer may reasonably specify contain customary provisions), and (ii) instructions for use in effecting the surrender of the Certificates Certificate or Converted Note in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration Shares, any dividends or other distributions payable pursuant to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transferSection 1.8(c). Upon Each holder of record of one or more Certificates or Converted Notes shall, upon surrender to the Paying Exchange Agent of a such Certificate (or evidence of loss in lieu thereof) for cancellation Converted Note, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor the Merger Consideration (i) a certificate or certificates or book-entry shares representing that number of whole shares of Parent Common Stock (after taking into account all Certificates and Converted Notes surrendered by such holder) to which such holder is entitled to receive pursuant to this Article IISection 1.8(a), and (ii) any dividends or distributions payable pursuant to Section 1.8(c), and the Certificate or Converted Note so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. 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 the Company Common Stock or Converted Note that is not registered in the transfer records of the Company, payment of the Merger Shares in accordance with Section 1.8(a) may be issued made to such a transferee if person other than the person in whose name the Certificate formerly representing or Converted Note so surrendered is registered if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate or Converted Note shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays payment shall pay any transfer or other taxes similar Taxes required by reason of such payment to a Person other than the registered holder of such Certificate transfer or establishes establish to the reasonable satisfaction of Acquirer and the Company Parent that such tax has Taxes have been paid or is are not applicable. For Until surrendered as contemplated by this Section 1.8(b), each Certificate and Converted Note shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Shares and any dividends or other distributions payable pursuant to Section 1.8(c). No interest shall be paid or will accrue on any payment to holders of Certificates or Converted Notes pursuant to the provisions of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Article 1.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime but in any event not later than five Business Days thereafter, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock or certificates which immediately prior to the Effective Time represented outstanding Shares and whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (a collectively, the “CertificateCertificates”) , (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer Parent may reasonably specify specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Consideration. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that amount of cash which the Shares theretofore represented by such Certificate entitle such holder is entitled to receive pursuant to the provisions of this Article II, 2 and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock Shares that is not registered in the transfer records of the Company, payment may be issued made to such a transferee if Person other than the Person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance pays shall pay any transfer or other taxes Taxes required by reason of such the payment to a Person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company Parent that such tax Tax has been paid or is not applicable. For Each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon surrender in accordance with this Section 2.8 the Merger Consideration into which the shares of Company Common Stock shall have been converted pursuant to Section 2.7. No interest shall be paid or shall accrue on any cash payable to holders of Certificates pursuant to the provisions of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Article 2.

Exchange Procedures. As soon as reasonably practicable after (a) After completion of the Effective Timeallocation referred to paragraphs (b) and (c) of Section 2.2, Acquirer shall cause the Paying Agent to mail to each holder of record of a an outstanding certificate representing shares of Company Common Community First Capital Stock prior to the Effective Time (a “Community First Certificate”) (i) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title who has surrendered such Community First Certificate to the Certificates shall passExchange Agent will, only upon proper delivery of acceptance thereof by the Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the Merger Consideration that number of whole shares of American Common Stock and/or the amount of cash into which the aggregate number of shares of Community First Capital Stock previously represented by such holder is entitled to receive Community First Certificate(s) surrendered shall have been converted pursuant to this Article IIAgreement and, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder if such holder’s shares of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already Community First Capital Stock have been converted into American Common Stock, any other distribution theretofore paid with respect to American Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Community First Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each Community First Certificate that is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of American Common Stock or the right to receive the amount of cash into which such Community First Capital Stock shall have been converted. No dividends that have been declared by American will be remitted to any person entitled to receive shares of American Common Stock under Section 2.2 until such person surrenders the Community First Certificate(s) representing Community First Capital Stock, at which time such dividends shall be remitted to such person, without interest. (b) The Exchange Agent and American, as the case may be, shall not be obligated to deliver cash and/or a certificate or certificates representing shares of American Common Stock to which a holder of Community First Capital Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Community First Certificate(s) representing the shares of Company Common Community First Capital Stock underlying such Certificate for exchange as provided in connection with this Section 2.3, or, in default thereof, an appropriate affidavit of loss. No interest will be paid loss and indemnity agreement or accrued on any bond in such amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment as may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented reasonably required in each case by American. (c) Notwithstanding anything in this Agreement to the Paying Agentcontrary, accompanied Community First Certificates surrendered for exchange by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group Community First Affiliate (as defined in Section 13(d)(34.14) shall not be exchanged for certificates representing shares of American Common Stock to which such Community First Affiliate may be entitled pursuant to the Securities Exchange Act terms of 1934, this Agreement until American has received a written agreement from such person as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)specified in Section 5.2(d).

Exchange Procedures. As soon as reasonably practicable after the Topco Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company New Pumpkin Common Stock (a “Certificate”) and New Pumpkin Preferred Stock immediately prior to the Topco Effective Time whose shares were converted into the right to receive shares of AMB Common Stock and AMB New Preferred Stock pursuant to Section 2.1, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the ProLogis Certificates shall pass, only upon proper delivery of the ProLogis Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent, such letter of transmittal to and which shall be in customary such form and have such other provisions as Acquirer AMB and ProLogis may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the ProLogis Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates representing shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)AMB Common Stock and AMB New Preferred Stock. Upon surrender of a ProLogis Certificate for cancellation to the Paying Exchange Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as the Exchange Agent may reasonably be requested by the Paying Agentrequire, the holder of such ProLogis Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of AMB Common Stock and AMB New Preferred Stock which such holder is entitled has the right to receive in respect of the ProLogis Certificate surrendered pursuant to the provisions of this Article IIII (after taking into account all shares of New Pumpkin Common Stock and New Pumpkin Preferred Stock then held by such holder), and the ProLogis Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescancelled. In the event of a transfer of ownership of Company ProLogis Common Stock that Shares or ProLogis Preferred Shares which is not registered in the transfer records of ProLogis or a transfer of ownership of New Pumpkin Common Stock or New Pumpkin Preferred Stock which is not registered in the Companytransfer records of New Pumpkin, payment a certificate representing the proper number of shares of AMB Common Stock and AMB New Preferred Stock, as applicable, may be issued to such a transferee if the ProLogis Certificate formerly representing such Company the applicable New Pumpkin Common Stock or New Pumpkin Preferred Stock is presented to the Paying Exchange Agent, accompanied by all documents reasonably required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each ProLogis Certificate shall be deemed at any time after the Topco Effective Time to represent only the right to receive AMB Common Stock or AMB New Preferred Stock into which the shares of New Pumpkin Common Stock and New Pumpkin Preferred Stock represented by such ProLogis Certificate have been converted as provided in this Article II and the Person requesting right to receive upon such issuance pays surrender cash in lieu of any transfer or other taxes required by reason fractional shares of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of AMB Common Stock as provided in this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented issued and outstanding shares of the Company Common Stock (a “Certificate”) (iwhose shares were converted into the right to receive cash pursuant to Section 2.03(b) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates certificates representing such shares of the Company Common Stock shall pass, only upon proper delivery of the Certificates (or affidavits certificates representing such shares of loss in lieu thereof) the Company Common Stock to the Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer the Exchange Agent may reasonably specify specify), and (ii) instructions for use in effecting the surrender of the Certificates certificates representing such shares of the Company Common Stock, in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Per Share Amount. Upon surrender to the Paying Exchange Agent of a Certificate (certificate or evidence certificates representing shares of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed the Company Common Stock and validly executed, and such other documents as may reasonably be requested acceptance thereof by the Paying Exchange Agent, the holder of such Certificate thereof shall be entitled to receive in exchange therefor the Merger Consideration that amount of cash into which the number of shares of the Company Common Stock previously represented by such holder is entitled to receive certificate or certificates surrendered shall have been converted pursuant to this Article IIAgreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of certificates representing shares of the Company Common Stock and if such certificates are presented to the Certificate so surrendered Company for transfer, they shall forthwith be canceled; provided that in no event will a holder canceled against delivery of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect Per Share Amount allocable to the shares of the Company Common Stock underlying represented by such Certificate certificate or certificates to the record holder. If any Per Share Amount is to be remitted to a name other than that in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of which the Certificates. In certificate for the event of a transfer of ownership of Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that is not registered the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the transfer records of the Company, payment may be issued to person requesting such a transferee if the Certificate formerly representing such Company Common Stock is presented exchange shall pay to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays Company or its transfer agent any transfer or other taxes required by reason of such the payment of the Per Share Amount to a Person name other than that of the registered holder of such Certificate the certificate surrendered, or establishes establish to the satisfaction of Acquirer and the Company or its transfer agent that such the tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.06, each certificate for shares of the purposes Company Common Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender the Per Share Amount allocable to the shares represented by such certificates contemplated by Section 2.03(b). No interest will be paid or will accrue on any amount payable as a Per Share Amount. Subject to completion of this Agreementthe documentation referred to above, the term “Person” Per Share Amount shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) be paid at the Effective Time to holders of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Company Common Stock.

Exchange Procedures. As soon as reasonably practicable after (a) No later than five business days following the Effective Time, Acquirer Buyer shall cause the Paying Exchange Agent to mail or make available to each holder of record of any Certificate a certificate representing shares of Company Common Stock (a “Certificate”) (i) a notice and letter of transmittal specifying disclosing the effectiveness of the Corporate Merger and the procedure for exchanging Certificates for the Merger Consideration. Such letter of transmittal shall specify that delivery of the Certificates shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of Certificates to the Exchange Agent. (b) At or prior to the Effective Time, or at such other time or times as the Exchange Agent may otherwise request, Buyer shall deliver to the Exchange Agent for the benefit of the holders of Certificates (or affidavits other than the holders of loss in lieu thereofDissenting Shares) an amount of cash for timely payment of the aggregate Merger Consideration to such holders of Certificates. (c) Each holder of a Certificate (other than holders of Dissenting Shares) who surrenders such Certificate to the Paying Exchange Agent will, upon acceptance thereof by the Exchange Agent, such letter of transmittal be entitled to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than be paid within seven business days of acceptance by the Person Exchange Agent. The Exchange Agent shall accept Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange in whose name the accordance with normal exchange practices. Each Certificate which is not surrendered Certificate is registered on the transfer books of the Company, subject to the receipt Exchange Agent shall, except as otherwise herein provided, evidence ownership of appropriate documentation for such transfer). Upon surrender to only the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled right to receive in exchange therefor the Merger Consideration without interest. (d) The Exchange Agent shall not be obligated to deliver the Merger Consideration until the holder surrenders a Certificate as provided in this Section 2.6, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required in each case by the Exchange Agent. If any check is to be issued in a name other than that such holder in which the Certificate is entitled to receive pursuant to this Article IIregistered, and it shall be a condition of the issuance thereof that the Certificate so surrendered shall forthwith be canceled; provided properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect person requesting such exchange pay to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays Exchange Agent any transfer or other taxes tax required by reason of such payment to the issuance of a Person check in any name other than that of the registered holder of such the Certificate surrendered or establishes otherwise establish to the satisfaction of Acquirer and the Company Exchange Agent that such tax has been paid or is not applicablepayable. (e) Any portion of the cash delivered to the Exchange Agent by Buyer pursuant to Section 2.6(b) that remains unclaimed by the shareholders of Seller for six months after the Closing Date shall be delivered by the Exchange Agent to Buyer. For Any shareholders of Seller who have not theretofore complied with Section 2.6(c) shall thereafter look only to Buyer for the Merger Consideration. If Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Entity, the unclaimed items shall, to the extent permitted by abandoned property and any 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 shall be liable to any holder of Seller 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 Seller 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 Seller 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) The Exchange Agent or Buyer shall be entitled to deduct and withhold from consideration otherwise payable pursuant to this Agreement to any holder of Certificates, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Exchange Agent or Buyer, such withheld amounts shall be treated for all purposes of this Agreement, Agreement as having been paid to the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) holder of the Securities Exchange Act Certificates in respect of 1934, as amended (including the rules which such deduction and regulations promulgated thereunder, the “Exchange Act”))withholding was made.

Exchange Procedures. As soon as reasonably practicable after (a) After completion of the Effective Timeallocation referred to paragraphs (b) and (c) of Section 2.3, Acquirer shall cause the Paying Agent to mail to each holder of record of a an outstanding certificate representing shares of Company Common Community First Capital Stock prior to the Effective Time (a “Community First Certificate”) (i) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title who has surrendered such Community First Certificate to the Certificates shall passExchange Agent will, only upon proper delivery of acceptance thereof by the Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a certificate or certificates representing the Merger Consideration that number of whole shares of American Common Stock and/or the amount of cash into which the aggregate number of shares of Community First Capital Stock previously represented by such holder is entitled to receive Community First Certificate(s) surrendered shall have been converted pursuant to this Article IIPlan of Merger and, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder if such holder’s shares of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already Community First Capital Stock have been converted into American Common Stock, any other distribution theretofore paid with respect to American Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such Community First Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each Community First Certificate that is not surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of American Common Stock or the right to receive the amount of cash into which such Community First Capital Stock shall have been converted. No dividends that have been declared by American will be remitted to any person entitled to receive shares of American Common Stock under Section 2.3 until such person surrenders the Community First Certificate(s) representing Community First Capital Stock, at which time such dividends shall be remitted to such person, without interest. (b) The Exchange Agent and American, as the case may be, shall not be obligated to deliver cash and/or a certificate or certificates representing shares of American Common Stock to which a holder of Community First Capital Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Community First Certificate(s) representing the shares of Company Common Community First Capital Stock underlying such Certificate for exchange as provided in connection with this Section 2.4, or, in default thereof, an appropriate affidavit of loss. No interest will be paid loss and indemnity agreement or accrued on any bond in such amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment as may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented reasonably required in each case by American. (c) Notwithstanding anything in this Plan of Merger to the Paying Agentcontrary, accompanied Community First Certificates surrendered for exchange by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group Community First Affiliate (as defined in Section 13(d)(34.14 of the Agreement) shall not be exchanged for certificates representing shares of American Common Stock to which such Community First Affiliate may be entitled pursuant to the terms of this Plan of Merger until American has received a written agreement from such person as specified in Section 5.2(d) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Agreement.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) Certificate or Certificates (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer HEALTHSOUTH may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates representing shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)HEALTHSOUTH Common Stock. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by HEALTHSOUTH, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of HEALTHSOUTH Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article IISection 2, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company shares of Horizon/CMS Common Stock that which is not registered in the transfer records of Horizon/CMS, a certificate representing the Company, payment proper number of shares of HEALTHSOUTH Common Stock may be issued to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered, if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays payment shall pay any transfer or other taxes required by reason of such payment the issuance of shares of HEALTHSOUTH Common Stock to a Person person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company HEALTHSOUTH that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)).

Exchange Procedures. As soon To exchange Notes, a Holder must satisfy the requirements set forth in this Section 2.13. To exchange the Notes, a Holder must (a) complete and manually sign the irrevocable exchange notice on the reverse of the Note (or complete and manually sign a facsimile of such notice) and deliver such notice to the Exchange Agent at the office maintained by the Exchange Agent for such purpose, (b) with respect to Notes which are in certificated form, surrender the Notes to the Exchange Agent, or, if the Notes are in book-entry form, comply with the appropriate procedures of the Depositary, (c) furnish appropriate endorsements and transfer documents if required by the Exchange Agent, the Company or the Trustee and (d) pay any transfer or similar tax, if required. The date on which the Holder satisfies all such requirements shall be deemed to be the date on which the applicable Notes shall have been tendered for exchange. Notes in respect of which a Holder has delivered an Optional Repurchase Notice or Change in Control Purchase Notice may be exchanged only if such notice is withdrawn in accordance with the terms of Section 2.08 or Section 2.09, as reasonably practicable the case may be. In case any Note shall be surrendered for partial exchange, the Operating Partnership shall execute and the Trustee shall authenticate and deliver to, or upon the written order of, the Holder of the Note so surrendered, without charge to such holder, a new Note or Notes in authorized denominations in an aggregate principal amount equal to the portion of the surrendered Notes not surrendered for exchange. A Holder may exchange fewer than all of such Holder’s Notes so long as the Notes exchanged are an integral multiple of $1,000 principal amount. Upon surrender of a Note for exchange by a Holder, such Holder shall deliver to the Operating Partnership cash equal to the amount that the Operating Partnership is required to deduct and withhold under applicable law in connection with the exchange; provided, however, if the Holder does not deliver such cash, the Operating Partnership may deduct and withhold from the amount of consideration otherwise deliverable to such Holder the amount required to be deducted and withheld under applicable law. Upon exchange of a Note, a Holder shall not receive any cash payment representing accrued and unpaid interest on such Note. Instead, upon an exchange of Notes, the Operating Partnership shall deliver to tendering Holders only the consideration specified in Section 2.12. Delivery of cash and Company Common Shares, if any, upon an exchange of Notes shall be deemed to satisfy the Operating Partnership’s obligation to pay the principal amount of the Notes and any accrued and unpaid interest. Accordingly, upon an exchange of Notes, any accrued and unpaid interest shall be deemed paid in full rather than cancelled, extinguished or forfeited. In no event shall the Exchange Rate be adjusted to account for accrued and unpaid interest on the Notes. Holders of Notes at the close of business on a Regular Record Date for an interest payment shall receive payment of interest payable on the corresponding Interest Payment Date notwithstanding the exchange of such Notes at any time after the Effective Timeclose of business on the applicable Regular Record Date. Notes tendered for exchange by a Holder after the close of business on any Regular Record Date for an interest payment and on or prior to the corresponding Interest Payment Date must be accompanied by payment of an amount equal to the interest that such Holder is to receive on such Notes on such Interest Payment Date; provided, Acquirer however, that no such payment shall cause be required to be made (1) if such Notes have been called for redemption on a Redemption Date that is after such Regular Record Date and on or prior to the Paying Agent second Business Day following such Interest Payment Date or (2) with respect to mail overdue interest (including Additional Interest), if any overdue interest exists at the time of exchange with respect to each holder of record such Notes. Upon exchange of a certificate Note, the Operating Partnership, if it elects to deliver Net Shares, shall pay any documentary, stamp or similar issue or transfer tax due on the issue of the Net Shares upon the exchange, if any, unless the tax is due because the Holder requests the shares to be issued or delivered to a person other than the Holder, in which case the Holder must pay the tax due prior to the delivery of such Net Shares. Certificates representing shares or evidencing Company Common Shares shall not be issued or delivered unless all taxes and duties, if any, payable by the Holder have been paid. A Holder of Notes, as such, shall not be entitled to any rights of a holder of Company Common Stock (Shares. Such Holder shall only acquire such rights upon the delivery by the Operating Partnership, at its option, of Net Shares in accordance with the provisions of Section 2.12 in connection with the exchange by a “Certificate”) (i) Holder of Notes. If a letter Holder exchanges more than one Note at the same time, the number of transmittal specifying that delivery Net Shares, if any, issuable upon the exchange shall be based on the total principal amount of the Certificates shall be effectedNotes surrendered for exchange. The Company shall, prior to issuance of any Notes hereunder, and risk of loss and title from time to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents time as may reasonably be requested by the Paying Agentnecessary, the holder reserve out of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will its authorized but unissued Company Common Shares a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares sufficient number of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender Shares to permit the exchange of the Certificates. In Notes at the event of a transfer of ownership applicable Exchange Rate, assuming an election by the Company to satisfy the entire Net Amount by the delivery of Company Common Stock that is not registered in Shares. Any Company Common Shares delivered upon an exchange of Notes shall be newly issued shares or treasury shares, shall be duly and validly issued and fully paid and nonassessable and shall be free from preemptive rights and free of any lien or adverse claim. The Company shall endeavor promptly to comply with all federal and state securities laws regulating the transfer records issuance and delivery of Company Common Shares, if any, upon an exchange of Notes and, prior to delivering any Company Common Shares upon an exchange of the CompanyNotes, payment may be issued shall cause to such a transferee if the Certificate formerly representing have listed or quoted all such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer Shares on each U.S. national securities exchange or over-the-counter or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and domestic market on which the Company that such tax has been paid Common Shares are then listed or is not applicablequoted. For the purposes Except as set forth herein, no other payment or adjustment for interest shall be made upon exchange of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Notes.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Acquirer Parent shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates Certificates, if any, shall pass, only upon proper delivery of the Certificates (or affidavits transfer of loss in lieu thereof) the Uncertificated Shares to the Paying Agent, such letter of transmittal to Agent and which shall otherwise be in customary form reasonably satisfactory to the Company and have such other provisions as Acquirer may reasonably specify Parent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration Consideration. Each holder of record of shares of Company Common Stock shall, (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon x) upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation any such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Agent, or (y) upon receipt of an “agent’s message” by the holder Paying Agent (or such other evidence, if any, of such Certificate shall transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor the Merger Consideration that amount of cash which the number of shares of Company Common Stock previously represented by such holder is entitled Certificate or the Uncertificated Shares, as applicable, shall have been converted into the right to receive pursuant to this Article IISection 3.01(c), and the any Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered or the Uncertificated Shares so transferred is registered if any such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays payment shall pay any fiduciary or surety bonds or any transfer or other similar taxes required by reason of such the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate or establishes Uncertificated Shares or establish to the reasonable satisfaction of Acquirer and the Company Parent that such tax has been paid or is not applicable. For Until surrendered or transferred as contemplated by this Section 3.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Article III and any declared dividends with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Article III.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer Parent shall cause instruct the Paying Exchange Agent to and the Exchange Agent shall mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a “Certificate”) the "Certificates") whose shares of Company Common Stock were converted pursuant to Section 2.1 into the right to receive shares of Parent Common Stock (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Exchange Agent, such letter of transmittal to and shall be in customary such form and have such other provisions as Acquirer Parent and the Company may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration certificates representing shares of Parent Common Stock (such instructions shall include instructions for the payment plus cash in lieu of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books fractional shares, if any, of the Company, subject to the receipt of appropriate documentation for such transferParent Common Stock as provided below). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Parent Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to 2 after taking into account all the shares of Company Common Stock underlying then held by such holder under all such Certificates so surrendered, and the Certificate in connection with an affidavit of loss. No interest will so transferred shall immediately be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment a certificate representing the proper number of shares of Parent Common Stock may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the certificate representing shares of Parent Common Stock and the Person requesting such issuance pays cash in lieu of any transfer or other taxes required fractional shares of Parent Common Stock as contemplated by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))2.2.

Exchange Procedures. As soon as practicable following the Closing, but in any event, within five (5) Business Days following the later of (i) the Closing and (ii) receipt from the Company of the Closing Payment Certificate, Acquiror shall mail to each Stockholder and holder of Company Warrants a letter of transmittal in a form reasonably acceptable to Company (the “Letter of Transmittal”). As soon as practicable after following the Effective Timereceipt thereof, Acquirer each Stockholder and holder of Company Warrants shall cause deliver to the Paying Agent for delivery to mail Acquiror all certificates (or evidence of shares in book-entry form) which immediately prior to each holder of record of a certificate representing the Effective Time represented any shares of Company Common Stock or Company Preferred Stock (each, a “Certificate”) (i) a letter of transmittal specifying that delivery of and/or Company Warrants it has representing the Certificates shall be effectedShares for cancellation, 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter a Letter of transmittalTransmittal, duly completed and validly executed, executed in accordance with the instructions provided by Acquiror (and such other customary documents as may reasonably be requested required by Acquiror) or an affidavit of any lost Certificate or Company Warrant as contemplated in Section 2.15, if the Paying AgentCertificate or Company Warrant has been lost, the stolen or destroyed. The holder of such Certificate or Company Warrant shall be entitled to receive from the Paying Agent in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article IIrespective cash amount as set forth in the Closing Payment Certificate, and the Certificate Certificates and Company Warrants so surrendered shall forthwith be canceled; provided that in no event will a holder of a . Until surrendered as contemplated by this Section 2.15(a), each Certificate and Company Warrant shall be entitled deemed at any time after the Effective Time to represent only the right to receive the portion of the Total Merger Consideration if Merger Consideration was already paid with respect to the shares which such holder is entitled pursuant to Section 2.15 without interest. The Paying Agent shall pay or distribute to each Stockholder and holder of Company Common Stock underlying such Certificate in connection with an Warrants, within five (5) Business Days of receipt of the properly executed Letter of Transmittal and surrendered Certificates and Company Warrants (or affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such lost Certificate or establishes to Company Warrant), the satisfaction of Acquirer and the Company cash that such tax has been paid or Securityholder is not applicable. For the purposes of entitled to as set forth in this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))subsection.

Exchange Procedures. As soon as reasonably practicable (a) Franklin shall use its best efforts to cause the Exchange Agent, within five business days after the Effective Time, Acquirer shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Seller Common Stock (a “Certificate”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates Seller Stock Certificate(s) shall pass, only upon proper delivery of the Certificates certificate or certificates (the "SELLER STOCK CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of the Seller Common Stock (or affidavits of loss in lieu thereofof such certificates) (the "LETTER OF TRANSMITTAL") to the Paying Agentperson authorized to act as exchange agent under this Agreement, such letter of transmittal which person shall be designated by Franklin and reasonably acceptable to Seller (the "EXCHANGE AGENT"), and shall be in customary such form and have such other provisions as Acquirer Franklin or the Exchange Agent may reasonably specify specify) and (ii) instructions for use in effecting surrendering the surrender of the Certificates Seller Stock Certificate(s) in exchange for the Merger Consideration to be paid in consideration therefor upon surrender of such Seller Stock Certificate(s) in accordance with this Article II. (such instructions shall include instructions for the payment b) If any portion of the Merger Consideration is to be paid to a Person person other than the Person person in whose name the a Seller Stock Certificate so surrendered Certificate is registered on the transfer books of the Companyregistered, subject it shall be a condition to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with payment that such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Seller Stock Certificate shall be entitled to receive properly endorsed or otherwise be in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article II, proper form for transfer and the Certificate so surrendered person requesting such payment shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect pay to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays Exchange Agent any transfer or other taxes similar Taxes (as defined in Section 3.7(c)) required by reason as a result of such payment to a Person person other than the registered holder of such Certificate Seller Stock Certificate, or establishes establish to the reasonable satisfaction of Acquirer and the Company Exchange Agent that such tax Tax has been paid or is not applicablepayable. For Franklin or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of the Seller Common Stock such amounts as Franklin or the Exchange Agent is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by Franklin or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of the Seller Common Stock in respect of whom such deduction and withholding was made by Franklin or the Exchange Agent. (c) After the Effective Time there shall be no further registration or transfers of shares of the Seller Common Stock. If after the Effective Time, the Seller Stock Certificates are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (d) At any time following the six-month anniversary of the Effective Time, Franklin shall be entitled to require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration not distributed to holders of shares of the Seller Common Stock that was deposited with the Exchange Agent at the Effective Time (the "EXCHANGE FUND") (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, as directed by Franklin), and holders shall be entitled to look only to Franklin (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, neither Franklin nor the Exchange Agent shall be liable to any holder of a Seller Stock Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (e) In the event any of the Seller Stock Certificates shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Seller Stock Certificate(s) to be lost, stolen or destroyed and, if required by Franklin or the Exchange Agent, the posting by such person of a bond in such sum as either of them may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Seller Stock Certificate(s), the Exchange Agent will issue the Merger Consideration deliverable in respect of the shares of Seller Common Stock represented by such lost, stolen or destroyed Seller Stock Certificates. (f) Franklin shall have the right to make all determinations, consistent with the terms of this Agreement, governing the term “Person” method of payment of cash for shares of the Seller Common Stock converted into the right to receive the Merger Consideration. (g) At the Effective Time, Franklin will deposit with the Exchange Agent an amount of cash sufficient to pay the aggregate Merger Consideration to be issued and paid in accordance with the terms of Article II in exchange for outstanding shares of Seller Common Stock. Franklin shall mean any individual, corporation instruct the Exchange Agent to timely pay the Merger Consideration. (including not-for-profit corporationsh) Upon surrender to the Exchange Agent of Seller Stock Certificate(s), general or limited partnershipaccompanied by a properly completed Letter of Transmittal, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) a holder of the Securities Exchange Act Seller Common Stock will be entitled to receive promptly after the Effective Time the Merger Consideration in respect of 1934the shares of the Seller Common Stock represented by such Seller Stock Certificate(s). Until so surrendered, as amended (including each such Seller Stock Certificate shall represent after the rules and regulations promulgated thereunderEffective Time, for all purposes, only the “Exchange Act”))right to receive the Merger Consideration.

Exchange Procedures. (a) At the Effective Date, ANB shall deposit, or shall cause to be deposited, with its transfer agent or such other transfer agent or depository or trust institution of recognized standing approved by ANB and MFC (in such capacity, the “Exchange Agent”), for the benefit of the holders of (i) the MFC Common Certificates, certificates representing ANB Common Stock (“ANB Common Certificates”), and (ii) the MFC Preferred Certificates, certificates representing ANB Series A Preferred Stock (“ANB Preferred Certificates”), together with any dividends or distributions with respect thereto and any cash to be paid hereunder in lieu of fractional shares of ANB Common Stock, without any interest thereon (the “Exchange Fund”), to be paid pursuant to Article 1 and this Article 2 in exchange for outstanding shares of MFC Capital Stock. (b) As soon promptly as reasonably practicable after the Effective TimeDate, Acquirer ANB shall cause the Paying Exchange Agent to mail send to each holder former stockholder of record of a certificate representing shares of Company Common Stock (a “Certificate”) MFC immediately before the Effective Date transmittal materials for use in exchanging such stockholder’s (i) a letter of transmittal specifying that delivery of MFC Common Certificates for ANB Common Certificates based upon the Certificates shall be effectedExchange Ratio, 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions MFC Preferred Certificates for use in effecting ANB Preferred Certificates as provided for herein. (c) ANB shall cause the surrender ANB Common Certificates for shares of ANB Common Stock and the ANB Preferred Certificates in exchange for shares of ANB Series A Preferred Stock into which shares of MFC Capital Stock are converted at the Merger Consideration (Effective Date or dividends or distributions which such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate stockholder shall be entitled to receive and any cash to be paid in exchange therefor lieu of fractional shares to be paid to such stockholder upon delivery to the Merger Consideration that Exchange Agent of MFC Common Certificates and MFC Preferred Certificates representing such holder is entitled shares of MFC Capital Stock, together with the transmittal materials duly executed and completed in accordance with the instructions thereto. No interest will accrue or be paid on any such cash to receive be paid pursuant to this Article IISection 2.3. (d) An MFC stockholder whose MFC Common Certificates or MFC Preferred Certificates have been lost, and the Certificate so surrendered destroyed, stolen or are otherwise missing shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive ANB Common Certificates or ANB Preferred Certificates, dividends or distributions, and cash in lieu of fractional shares, to which such stockholder shall be entitled upon compliance with reasonable conditions imposed by ANB pursuant to applicable law and as required in accordance with ANB’s standard policy (including the Merger Consideration if Merger Consideration was already paid with respect to requirement that the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid shareholder furnish a surety bond or accrued on any amount payable upon due surrender other customary indemnity). (e) Any portion of the CertificatesExchange Fund that remains unclaimed by the stockholders of MFC for six (6) months after the Effective Date shall be returned to ANB (together with any dividends or earnings in respect thereof). In the event Any stockholders of MFC who have not complied with this Article 2 shall thereafter be entitled to look only to ANB, and only as a transfer of ownership of Company Common Stock that is not registered in the transfer records general creditor thereof, for payment of the Company, payment may be issued consideration deliverable in respect of each share of MFC Capital Stock such stockholder holds as determined pursuant to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, without any interest thereon. (f) None of the term “Person” shall mean Exchange Agent, any individual, corporation (including not-for-profit corporations), general of the parties hereto or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group any of the ANB Subsidiaries (as defined in Section 13(d)(3herein) or the MFC Subsidiaries shall be liable to any stockholder of the Securities Exchange Act MFC for any amount of 1934property delivered to a public official pursuant to applicable abandoned property, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))escheat or similar laws.

Exchange Procedures. As soon as reasonably practicable either before or after the Effective Time, Acquirer shall cause but in any event no later than five business days after the Paying Effective Time, HUBCO will instruct the Exchange Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company IBSF Common Stock (a “Certificate”the "Certificates") , (i) a letter of transmittal specifying (the form and substance of which is reasonably agreed to by HUBCO and IBSF prior to the Effective Time and which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to be in customary form Exchange Agent and which shall have such other provisions as Acquirer HUBCO may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates evidencing shares of the Merger Consideration to a Person other than the Person HUBCO Common Stock and cash in whose name the surrendered Certificate is registered on the transfer books lieu of the Company, subject to the receipt of appropriate documentation for such transfer)fractional shares. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may reasonably be requested by the Paying Agentrequired pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (x) certificates evidencing that number of whole shares of HUBCO Common Stock which such holder is entitled has the right to receive in respect of the shares of IBSF Common Stock formerly evidenced by such Certificate in accordance with Section 2.1 (as adjusted pursuant to this Article II, Section 7.1(i) if applicable) and (y) cash in lieu of fractional shares of HUBCO Common Stock to which such holder may be entitled pursuant to Section 2.2(e) (the shares of HUBCO Common Stock and cash described in clauses (x) and (y) being collectively referred to as the "Merger Consideration") and the Certificate Certificates so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company shares of IBSF Common Stock that which is not registered in the transfer records of IBSF, a certificate evidencing the Company, payment proper number of shares of HUBCO Common Stock and/or cash may be issued and/or paid in accordance with this Article II to such a transferee if the Certificate formerly representing evidencing such Company shares of IBSF Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, and each Certificate shall be deemed at any time after the Person requesting Effective Time to evidence only the right to receive upon such issuance pays any transfer or other taxes required by reason of such payment to a Person other than surrender the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Merger Consideration.

Exchange Procedures. As soon as reasonably practicable either before or after the Effective Time, Acquirer shall cause but in any event no later than 15 business days after the Paying Effective Time, HUBCO will instruct the Exchange Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company CFHC Common Stock (a “Certificate”the "Certificates") , (i) a letter of transmittal specifying (the form and substance of which is reasonably agreed to by HUBCO and CFHC prior to the Effective Time and which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to be in customary form Exchange Agent and which shall have such other provisions as Acquirer HUBCO may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates evidencing shares of the Merger Consideration to a Person other than the Person HUBCO Common Stock and cash in whose name the surrendered Certificate is registered on the transfer books lieu of the Company, subject to the receipt of appropriate documentation for such transfer)fractional shares. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may reasonably be requested by the Paying Agentrequired pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration (x) certificates evidencing that number of whole shares of HUBCO Common Stock which such holder is entitled has the right to receive in respect of the shares of CFHC Common Stock formerly evidenced by such Certificate in accordance with Section 2.1 and (y) cash in lieu of fractional shares of HUBCO Common Stock to which such holder may be entitled pursuant to this Article II, Section 2.2(e) (the shares of HUBCO Common Stock and cash described in clauses (x) and (y) being collectively referred to as the "Merger Consideration") and the Certificate Certificates so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company shares of CFHC Common Stock that which is not registered in the transfer records of CFHC, a certificate evidencing the Company, payment proper number of shares of HUBCO Common Stock and/or cash may be issued and/or paid in accordance with this Article II to such a transferee if the Certificate formerly representing evidencing such Company shares of CFHC Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, and each Certificate shall be deemed at any time after the Person requesting Effective Time to evidence only the right to receive upon such issuance pays any transfer or other taxes required by reason of such payment to a Person other than surrender the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Merger Consideration.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company WIBC Common Stock (a “Certificate”) of record immediately prior to the Effective Time whose shares were converted into shares of BBCN Common Stock pursuant to Section 3.1 (i) a letter of transmittal specifying that (which shall specify that, with respect to WIBC Certificates, delivery of the Certificates shall be effected, effected and risk of loss and title to the WIBC Certificates shall pass, only upon proper delivery of the WIBC Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and such letter of transmittal to the Exchange Agent, and which shall be in customary such form and have such other provisions as Acquirer BBCN and WIBC may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the WIBC Certificates or WIBC Common Stock held in book entry form, as applicable, in exchange for BBCN Certificates representing the Merger Consideration (number of whole shares of BBCN Common Stock into which such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)WIBC Common Stock has been so converted. Upon surrender of a WIBC Certificate for cancellation to the Paying Exchange Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittaltransmittal or submission of a letter of transmittal in respect of shares of WIBC Common Stock in book entry form, as applicable, duly completed and validly executed, and such other documents as the Exchange Agent may reasonably be requested by the Paying Agentrequire, the holder of such Certificate WIBC Common Stock shall be entitled to receive in exchange therefor the Merger Consideration a BBCN Certificate representing that number of whole shares of BBCN Common Stock, which such holder is entitled has the right to receive in respect of the WIBC Common Stock surrendered pursuant to the provisions of this Article IIII (after taking into account all shares of WIBC Common Stock then held by such holder), and the Certificate WIBC Common Stock so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescancelled. In the event of a transfer of ownership of Company WIBC Common Stock that which is not registered in the transfer records of WIBC, a BBCN Certificate representing the Company, payment proper number of shares of BBCN Common Stock may be issued to such a transferee if a duly executed letter of transmittal accompanied, in the case of WIBC Common Stock in certificated form, by the relevant WIBC Certificate formerly representing such Company WIBC Common Stock Stock, is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.2, each WIBC Certificate and each book entry in respect of Common Stock in book entry form shall be deemed at any time after the Effective Time to represent only the BBCN Common Stock into which such shares of WIBC Common Stock have been converted as provided in this Article II and the Person requesting right to receive upon such issuance pays surrender cash in lieu of any transfer or other taxes required by reason fractional shares of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not BBCN Common Stock, if applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))contemplated by this Section 3.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer Parent shall cause the Paying Agent to mail to each holder of record of a certificate representing Certificate whose shares of Company Common Stock (a “Certificate”) were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, such letter of transmittal to Agent and which shall be in customary form and have such other provisions as Acquirer Parent may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment Consideration. Each holder of the Merger Consideration to record of a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Companyshall, subject to the receipt of appropriate documentation for such transfer). Upon upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation such Certificate, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration that amount of cash which the number of shares of Company Common Stock previously represented by such holder is entitled Certificate shall have been converted into the right to receive pursuant to this Article IISection 3.01(c), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment of the Merger Consideration may be issued made to such a transferee if person other than the person in whose name the Certificate formerly representing such Company Common Stock so surrendered is presented registered if, upon presentation to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate is properly endorsed or otherwise in proper form for transfer and the Person person requesting such issuance payment pays any transfer or other taxes required by reason of such the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate or establishes to the reasonable satisfaction of Acquirer and the Company Parent that such tax has taxes have been paid or is are not applicable. For Until surrendered as contemplated by this Section 3.02(b), each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Article III.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer the Transfer Agent shall cause the Paying Agent to mail to each holder of record Registered Holder of a certificate representing Certificate whose shares of Company Common Stock (a “Certificate”) were exchanged for the right to receive the Exchange Consideration pursuant to Section 2.1, (i) a letter the Letter of transmittal specifying Transmittal and (ii) instructions for use in surrendering the Certificates in exchange for the Exchange Consideration. The Letter of Transmittal will specify that (i) delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify Transfer Agent and (ii) instructions for use in effecting the surrender upon return of the Certificates Letter of Transmittal and Certificates, the Registered Holder waives his rights of dissent under Section 3.1 hereof in exchange for the Merger Consideration (such instructions shall include instructions for the payment respect of the Merger Consideration Target Common Shares to a Person other than which the Person in whose name the surrendered Certificate is registered on the transfer books Letter of the Company, subject to the receipt of appropriate documentation for such transfer)Transmittal relates. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Transfer Agent, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Transfer Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration Cash Consideration, a certificate representing that number of whole shares of Buyer Common Stock that such holder is entitled Registered Holder has the right to receive pursuant to the provisions of this Article II2 in respect of all of such Registered Holder's Target Common Shares, certain dividends or other distributions in accordance with Section 2.2(c), and cash in lieu of any fractional share of Buyer Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Target Common Stock Shares that is not registered in the transfer records of Target, a certificate representing the Company, payment proper number of shares of Buyer Common Stock may be issued to such a transferee if Person other than the Registered Holder in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer, satisfactory evidence is provided that such Person is the beneficial owner of such Target Common Shares and the Person requesting such issuance pays shall pay any transfer or other taxes required by reason of such payment the issuance of shares of Buyer Common Stock to a Person other than the registered holder Registered Holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company Buyer that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Exchange Consideration that the Registered Holder thereof has the right to receive pursuant to the provisions of this AgreementArticle 2, the term “Person” shall mean any individual, corporation (including not-for-profit corporationscertain dividends or other distributions in accordance with Section 2.2(c), general and cash in lieu of any fractional share of Buyer Common Stock in accordance with Section 2.2(e). No interest shall be paid or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) will accrue on any cash payable to holders of Certificates pursuant to the Securities Exchange Act provisions of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))this Article 2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer Flag shall cause the Paying Agent exchange agent selected by Flag (the “Exchange Agent”) to mail to each holder the former shareholders of record of a certificate representing shares of Company Common Stock FCB appropriate transmittal materials (a “Certificate”) (i) a letter of transmittal specifying which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates certificates theretofore representing shares of FCB Common Stock shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) such certificates to the Paying Exchange Agent) for the exchange of the FCB Common stock certificates. After the Effective Time, such letter each holder of transmittal shares of FCB Common Stock (other than shares to be canceled pursuant to Section 3.3 of this Agreement or as to which dissenters’ rights of appraisal have been perfected as provided in customary form Section 3.4 of this Agreement) issued and have outstanding at the Effective Time shall surrender the certificate or certificates representing such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject shares to the receipt of appropriate documentation for such transfer). Upon Exchange Agent and shall promptly upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to thereof receive in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; consideration provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes Section 3.1 of this Agreement, together with all undelivered dividends or distributions in respect of such shares (without interest thereon) pursuant to Section 4.2 of this Agreement. To the term “Person” extent required by Section 3.5 of this Agreement, each holder of shares of FCB Common Stock issued and outstanding at the Effective Time also shall mean receive, upon surrender of the certificate or certificates representing such shares, cash in lieu of any individualfractional share of Flag Common Stock to which such holder may be otherwise entitled (without interest). Neither Flag nor the Exchange Agent shall be obligated to deliver the consideration to which any former holder of FCB Common Stock is entitled as a result of the Merger until such holder surrenders his or her certificate or certificates representing the shares of FCB Common Stock for exchange as provided in this Section 4.1 or appropriate affidavits or indemnity agreements in the event such share certificates have been lost, corporation (including not-for-profit corporations)mutilated or destroyed. The certificate or certificates of FCB Common Stock so surrendered shall be duly endorsed as either Flag or the Exchange Agent may require. Any other provision of this Agreement notwithstanding, general neither Flag nor the Exchange Agent shall be liable to a holder of FCB Common Stock for any amounts paid or limited partnershipproperty delivered in good faith to a public official pursuant to any applicable abandoned property, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity escheat or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Law.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Company Preferred Stock (a “Certificate”) the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of Parent New Preferred Stock, as applicable, pursuant to Section 2.1, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer the Company and Parent may reasonably specify specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment or shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the CompanyParent New Preferred Stock, subject to the receipt of appropriate documentation for such transfer)as applicable. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Parent Common Stock or Parent New Preferred Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Common Stock that is or Company Preferred Stock which are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, payment a certificate representing the proper number of shares of Parent Common Stock or Parent New Preferred Stock may be issued to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays shall pay any transfer or other taxes required by reason of such payment the issuance of shares of Parent Common Stock or Parent New Preferred Stock to a Person person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company Parent that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of Parent New Preferred Stock, as applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this AgreementArticle II, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity certain dividends or other entity distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share of Parent Common Stock in accordance with Section 2.2(e). No interest shall be paid or group (as defined in Section 13(d)(3) will accrue on any cash payable to holders of Certificates pursuant to the Securities Exchange Act provisions of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))this Article II.

Exchange Procedures. As soon promptly as reasonably practicable after the Acquisition Merger Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock or certificates (each, a “Certificate”) that immediately prior to the Reorganization Merger Effective Time represented outstanding shares of Ashland Common Stock (other than holders of Dissenters’ Shares) , (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificate or Certificates shall pass, only upon proper delivery of the Certificate or Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer New Ashland Inc. and Marathon may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificate or Certificates in exchange for the Acquisition Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Consideration. Upon surrender to the Paying Agent of a Certificate (or evidence Certificates for cancelation to the Exchange Agent or, following termination of loss in lieu thereof) for cancellation the Exchange Fund pursuant to Section 5.01(f), New Ashland Inc., together with such letter of transmittal, duly executed and completed and validly executedin accordance with the instructions thereto, and such other documents as may reasonably be requested required by the Paying AgentExchange Agent or New Ashland Inc., as applicable, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor (i) a certificate or certificates representing the Merger Consideration number of shares of New Ashland Inc. Common Stock that such holder is entitled has the right to receive pursuant to the provisions of Section 4.03 and this Article IIV, (ii) a certificate or certificates representing that number of whole shares of Marathon Common Stock that such holder has the right to receive pursuant to the provisions of Section 4.03 and this Article V, (iii) cash in lieu of fractional shares of Marathon Common Stock that such holder has the right to receive pursuant to Section 5.01(e) and (iv) any dividends or other distributions such holder has the right to receive pursuant to Section 5.01(c), and the Certificate or Certificates so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Ashland Common Stock or HoldCo Common Stock that is not registered in the transfer records of Ashland or HoldCo, (i) a certificate or certificates representing the Companyappropriate number of shares of New Ashland Inc. Common Stock and (ii) a certificate or certificates representing the appropriate number of shares of Marathon Common Stock, payment together with a check for cash to be paid in lieu of fractional shares, may be issued and paid to such a transferee if person other than the person in whose name the Certificate formerly representing or Certificates so surrendered is registered, if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate or Certificates shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays and payment shall pay any transfer or other taxes Taxes required by reason of such payment the issuance of shares of New Ashland Inc. Common Stock and Marathon Common Stock to a Person person other than the registered holder of such Certificate or establishes Certificates or establish to the satisfaction of Acquirer and the Company New Ashland Inc. that such tax Tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 5.01, each Certificate shall be deemed at any time after the purposes Acquisition Merger Effective Time to represent only the right to receive upon such surrender Acquisition Merger Consideration as contemplated by this Section 5.01. No interest shall be paid or accrue on any cash in lieu of this Agreementfractional shares or accrued and unpaid dividends or distributions, the term “Person” shall mean if any, payable upon surrender of any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Certificate.

Exchange Procedures. (a) The Surviving Corporation shall designate its transfer agent to act as the "Exchange Agent" under this Plan. As soon as reasonably is practicable after the Effective TimeDate, Acquirer the Exchange Agent shall cause the Paying Agent to mail or deliver, to each record holder of record of a an outstanding certificate representing that immediately before the Effective Date represented shares of Company CTC Common Stock (a “Certificate”) (i) a letter of transmittal specifying that delivery of the Certificates shall be effectedStock, 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of such certificate to the Certificates Exchange Agent. Upon the surrender of such certificate to the Exchange Agent in accordance with such instructions, the Exchange Agent shall exchange such certificate for the Merger Consideration (a new certificate representing such instructions shall include instructions for the payment number of shares of the Merger Consideration to a Person other than Surviving Corporation Common Stock into which the Person shares of CTC Common Stock represented by such certificate have been converted in whose name the surrendered Certificate is registered on the transfer books of the Companyaccordance with this Agreement, subject which shall be promptly delivered to the receipt of appropriate documentation for such transferholder thereof (or in accordance with instructions provided by the holder thereof). Upon In addition, upon the surrender by NCO of each outstanding certificate that immediately before the Effective Date represented shares of Portfolio Common Stock to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Exchange Agent, the holder Exchange Agent shall exchange such certificate(s) for a new certificate(s) representing such number of such Certificate shall be entitled to receive in exchange therefor shares of the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to Surviving Corporation Common Stock into which the shares of Company Portfolio Common Stock underlying represented by such Certificate certificate(s) have been converted in connection accordance with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, which shall be promptly delivered to NCO. Until surrendered in accordance with the term “Person” foregoing, each outstanding certificate that immediately before the Effective Date represented shares of CTC Common Stock or Portfolio Common Stock, as the case may be, shall mean any individualbe deemed to evidence ownership of the number of shares of Surviving Corporation Common Stock into which the shares of CTC Common Stock or Portfolio Common Stock, corporation as the case may be, represented by such certificate(s) have been converted in accordance with this Agreement. (including not-for-profit corporations)b) Anything in this Section 2.12 to the contrary notwithstanding, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group the number of shares of Surviving Corporation Common Stock initially distributable under Subsection (as defined a) hereof shall be proportionately reduced by the number of shares of Surviving Corporation Common Stock required to be put in the Reserves under Section 13(d)(34.11(c) of the Securities Exchange Act Plan. (c) To the extent additional shares of 1934, Surviving Corporation Common Stock become available for distribution to former CTC shareholders after the Closing Date either due to the fact that the ownership percentage of NCO as amended (including set forth in Section 2.7 hereof has been reduced below 60% and/or shares become available for distribution from those shares of Surviving Corporation Common Stock originally put in the rules and regulations promulgated thereunderReserves under Section 4.11(c) of the Plan, the “Exchange Act”))Agent shall make one or more subsequent distributions to the former CTC Shareholders who surrendered CTC stock certificates pursuant to Subsection (a) above.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Citicorp Common Stock or Citicorp Preferred Stock (a “Certificate”) the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of Travelers Preferred Stock, as applicable, pursuant to Section 2.01, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer Travelers and Citicorp may reasonably specify specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment or shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the CompanyTravelers Preferred Stock, subject to the receipt of appropriate documentation for such transfer)as applicable. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Travelers Common Stock or Travelers Preferred Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Travelers Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescancelled. In the event of a transfer of ownership of Company Citicorp Common Stock that or Citicorp Preferred Stock which is not registered in the transfer records of Citicorp, a certificate representing the Company, payment proper number of shares of Travelers Common Stock or Travelers Preferred Stock may be issued to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, properly endorsed or otherwise in proper form for transfer and the Person person requesting such issuance pays any transfer or other taxes required by reason of such payment the issuance of shares of Travelers Common Stock or Travelers Preferred Stock to a Person person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company Travelers that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of Travelers Preferred Stock, as applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this AgreementArticle II, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity certain dividends or other entity distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Travelers Common Stock in accordance with Section 2.02(e). No interest shall be paid or group (as defined in Section 13(d)(3) will accrue on any cash payable to holders of Certificates pursuant to the Securities Exchange Act provisions of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Certificate, Company Common Stock (a “Certificate”) Option and Company Stock Purchase Warrant (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates Certificates, Company Stock Options and Company Stock Purchase Warrants shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) Certificates, Company Stock Options and Company Stock Purchase Warrants to the Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer the Buyer may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates Certificates, Company Stock Options and Company Stock Purchase Warrants in exchange for the each holder’s respective Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)or Option Consideration. Upon surrender of a Certificate, Company Stock Option or Company Stock Purchase Warrant for cancellation to the Paying Exchange Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to such other agent or agents as may be appointed by the Buyer, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate each Certificate, Company Stock Option and Company Stock Purchase Warrant shall be entitled to receive in exchange therefor cash representing (i) that number of whole Shares evidenced by such Certificate multiplied by the Merger Consideration that such holder is entitled to receive pursuant to this Article IIConsideration, and the Certificate so surrendered shall forthwith immediately be canceledcancelled; provided that in no event will a holder of a Certificate be entitled to receive and/or (ii) the Merger Option Consideration if Merger Consideration was already paid payable with respect to the shares of surrendered Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid Option or accrued on any amount payable upon due surrender of the CertificatesCompany Stock Purchase Warrant. In the event of a transfer of ownership of Company Common Stock that Shares which is not registered in the transfer records of the Company, the payment representing the Merger Consideration payable to the registered holder may be issued paid to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered, if such Company Common Stock Certificate is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfertransfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 3.2, each Certificate, Company Stock Option and Company Stock Purchase Warrant shall be deemed at any time after the Person requesting Effective Time to represent only the right to receive upon such issuance pays any transfer surrender the payment contemplated by this Section 3.2 or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporationsSection 7.8(b), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))case may be.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company MS Common Stock or MS Preferred Stock (a “Certificate”) the "Certificates") whose shares were converted into the right to receive the Merger Consideration or shares of DWD Preferred Stock, as applicable, pursuant to Section 2.01, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer DWD and MS may reasonably specify specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment or shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the CompanyDWD Preferred Stock, subject to the receipt of appropriate documentation for such transfer)as applicable. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of DWD Common Stock or DWD Preferred Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of DWD Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescancelled. In the event of a transfer of ownership of Company MS Common Stock that or MS Preferred Stock which is not registered in the transfer records of MS, a certificate representing the Company, payment proper number of shares of DWD Common Stock or DWD Preferred Stock may be issued to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays shall pay any transfer or other taxes required by reason of such payment the issuance of shares of DWD Common Stock or DWD Preferred Stock to a Person person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company DWD that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration or shares of DWD Preferred Stock, as applicable, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this AgreementArticle II, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity certain dividends or other entity distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of DWD Common Stock in accordance with Section 2.02(e). No interest shall be paid or group (as defined in Section 13(d)(3) will accrue on any cash payable to holders of Certificates pursuant to the Securities Exchange Act provisions of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Ascend Common Stock (a “Certificate”) the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer Lucent and Ascend may reasonably specify specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Consideration. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation cancelation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of Lucent Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.02(c) and cash in lieu of any fractional share of Lucent Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Ascend Common Stock that which is not registered in the transfer records of Ascend, a certificate representing the Company, payment proper number of shares of Lucent Common Stock may be issued to such a transferee if person (as defined in Section 8.03) other than the person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays shall pay any transfer or other taxes required by reason of such payment the issuance of shares of Lucent Common Stock to a Person person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company Lucent that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration and any cash in lieu of fractional shares of Lucent Common Stock to be issued or paid in consideration therefor upon surrender of such certificate in accordance with this Section 2.02. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Article II.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Industrial Scientific Common Stock (a “Certificate”) (iwhose shares were converted into the right to receive cash pursuant to Section 1.05(b) a letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates certificates representing such shares of Industrial Scientific Common Stock shall pass, only upon proper delivery of the Certificates (or affidavits certificates representing such shares of loss in lieu thereof) Industrial Scientific Common Stock to the Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer the Exchange Agent may reasonably specify specify), and (ii) instructions for use in effecting the surrender of the Certificates certificates representing such shares of Industrial Scientific Common Stock, in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Consideration. Upon surrender to the Paying Exchange Agent of a Certificate (certificate or evidence certificates representing shares of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed Industrial Scientific Common Stock and validly executed, and such other documents as may reasonably be requested acceptance thereof by the Paying Exchange Agent, the holder of such Certificate thereof shall be entitled to receive the amount of cash into which the number of shares of Industrial Scientific Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange therefor practices. After the Effective Time, there shall be no further transfer on the records of Industrial Scientific or its transfer agent of certificates representing shares of Industrial Scientific Common Stock and if such certificates are presented to Industrial Scientific for transfer, they shall be canceled against delivery of the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect allocable to the shares of Company Industrial Scientific Common Stock underlying represented by such Certificate certificate or certificates. If any Merger Consideration is to be remitted to a name other than that in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of which the Certificates. In certificate for the event of a transfer of ownership of Company Industrial Scientific Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that is not registered the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person person requesting such issuance pays exchange shall pay to Industrial Scientific, or its transfer agent, any transfer or other taxes required by reason of such the payment of the Merger Consideration to a Person name other than that of the registered holder of such Certificate the certificate surrendered, or establishes establish to the satisfaction of Acquirer and the Company Industrial Scientific or its transfer agent that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 1.08 each certificate for shares of Industrial Scientific Common Stock shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration allocable to the shares represented by such certificate as contemplated by Section 1.05(b). No interest will be paid or will accrue on any amount payable as Merger Consideration. Subject to completion of this Agreementthe documentation referred to above, the term “Person” Merger Consideration shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) be paid at the Effective Time to holders of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Industrial Scientific Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (each a “"Certificate”" and, collectively, the "Certificates") , (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer UCU and the Company may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (comprised of certificates representing shares of UCU Common Stock and cash in lieu of fractional shares constituting the Stock Consideration and/or the Cash Consideration) which the holder of such instructions shall include instructions for the payment of the Merger Consideration Certificate has a right to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)receive. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of record of such Certificate shall be entitled to receive in exchange therefor (i) a check representing the Merger Consideration Cash Consideration, or (ii) (x) a certificate or certificates representing that whole number of shares of UCU Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article II in such denominations and registered in such names as such holder may request in accordance with the instructions set forth in such letter of transmittal and (y) a check representing the amount of cash, if any, which such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled after giving effect to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatesrequired withholding tax, without interest. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in on the transfer records of the Company, payment (i) a check representing the Cash Consideration or (ii) a certificate representing the proper number of shares of UCU Common Stock, together with a check for the cash to be paid in lieu of fractional shares, if any, without interest, and unpaid dividends and distributions since the Effective Time, if any, without interest, may be issued to such a transferee if the Certificate formerly representing such shares of Company Common Stock held by such transferee is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer, transfer and the Person requesting such issuance pays to evidence that any applicable stock transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has have been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))paid.

Exchange Procedures. As soon (a) The Holding Company shall designate an exchange agent, reasonably acceptable to the Company, to act as reasonably practicable after agent (the "Exchange Agent") for purposes of conducting the exchange procedure as described herein. No later than seven business days following the Effective Time, Acquirer the Holding Company shall cause the Paying Exchange Agent to mail or make available to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (a “Certificate”) (i) a notice and letter of transmittal specifying (which shall specify that delivery of the Certificates shall be effected, effected and risk of loss and title to the Certificates certificates theretofore representing shares of Company Common Stock shall pass, pass only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) such certificates to the Paying Exchange Agent, ) advising such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender holder of the Certificates effectiveness of the Merger and the procedure for surrendering to the Exchange Agent such certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock in exchange for the Merger Consideration consideration set forth in Section 2.3 hereof deliverable in respect thereof pursuant to this Agreement. (such instructions b) At the Effective Time, the Holding Company shall include instructions issue to the Exchange Agent the number of shares of Holding Company Common Stock issuable in the Merger, which shall be held by the Exchange Agent in trust for the payment holders of the Merger Consideration Company Common Stock, as well as an amount of cash sufficient to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject fund any amounts to the receipt of appropriate documentation for such transfer)be distributed pursuant to Section 2.5 hereof. Upon surrender to the Paying The Exchange Agent of a Certificate shall promptly distribute Holding Company Common Stock (or evidence of loss and cash in lieu thereofof fractional shares pursuant to Section 2.5 hereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate provided herein. The Exchange Agent shall not be entitled to receive in exchange therefor the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder vote or exercise any rights of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid ownership with respect to the shares of Holding Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or accrued on any amount payable upon due surrender distributed with respect to such shares for the account of the Certificates. In the event persons entitled thereto. (c) Each holder of a transfer of ownership an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock that who surrenders such certificate or certificates to the Exchange Agent will, upon acceptance thereof by the Exchange Agent, be entitled to a certificate or certificates representing the number of full shares of Holding Company Common Stock into which the aggregate number of shares of company Common Stock previously represented by such certificate or certificates surrendered shall have been converted pursuant to this Agreement and any other distribution theretofore paid with respect to Holding Company Common Stock issuable in the Merger, in each case without interest. The Exchange Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding certificate which prior to the Effective Time represented Company Common Stock and which is not registered surrendered to the Exchange Agent in accordance with the procedures provided for herein shall, except as otherwise herein provided, until duly surrendered to the Exchange Agent be deemed to evidence ownership of the number of shares of Holding Company Common Stock into which the aggregate number of shares of Company Common Stock previously represented by such certificate shall have been converted pursuant to the terms of this Agreement. After the Effective Time, there shall be no further transfer on the records of the Company, payment may be issued to such a transferee if the Certificate formerly Company of certificates representing such shares of Company Common Stock is and if such certificates are presented to the Paying AgentCompany for transfer, they shall be cancelled against delivery of certificates for Holding Company Common Stock and cash as hereinabove provided. No dividends which have been declared will be remitted to any person entitled to receive shares of Holding Company Common Stock under this Section 2.7 until such person surrenders the certificate or certificates representing Company Common Stock, at which time such dividends shall be remitted to such person, without interest. (d) The Holding Company shall not be obligated to deliver a certificate or certificates representing shares of Holding Company 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 2.7, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required in each case by the Holding Company. If any certificates evidencing shares of Holding Company 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 registered, it shall be a condition of the issuance thereof that the certificate so surrendered shall be properly endorsed or accompanied by all documents required to evidence an executed form of assignment separate from the certificate and effect such transfer, otherwise in proper form for transfer and that the Person person requesting such issuance pays exchange pay to the Exchange Agent any transfer or other taxes tax required by reason of such payment to the issuance of a Person certificate for shares of Holding Company Common Stock in any name other than that of the registered holder of such Certificate the certificate surrendered or establishes otherwise establish to the satisfaction of Acquirer and the Company Exchange Agent that such tax has been paid or is not applicablepayable. (e) Any portion of the shares of Holding Company Common Stock delivered to the Exchange Agent by the Holding Company pursuant to Section 2.7(b) that remains unclaimed by the shareholders of Company for six months after the Effective Time shall be delivered by the Exchange Agent to the Holding Company. For Any shareholders of the purposes Company who have not theretofore complied with Section 2.7(c) shall thereafter look only to the Holding Company for the consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement 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 Holding Company 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 other applicable law, become the property of the Holding Company (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 Company Common Stock represented by any certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. The Holding Company 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 consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the term “Person” shall mean event of a dispute with respect to ownership of stock represented by any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereundercertificate, the “Holding Company and the Exchange Act”))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.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer the Surviving Corporations shall cause the Paying Exchange Agent to mail or deliver to each person (other than any party hereto or its subsidiaries and any holder of Dissenting Shares) who was, at the Effective Time, a holder of record of Grace Common Shares or, if applicable, Fresenius USA Common Shares a certificate representing shares form (the terms of Company Common Stock (a “Certificate”) (iwhich shall be mutually agreed upon by the parties hereto prior to the Effective Time) a of letter of transmittal specifying that delivery of the Certificates 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) containing instructions for use in effecting the surrender of the Old Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration ADRs or Newco Ordinary Share Certificates and payments pursuant to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)this Article IV. Upon surrender to the Paying Exchange Agent of a an Old Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly executed and completed and validly executed, and such other documents as may reasonably be requested by in accordance with the Paying Agentinstructions thereto, the holder of such Old Certificate shall be entitled to receive in exchange therefor ADRs or a Newco Ordinary Share Certificate representing the Merger Consideration that Newco Ordinary Shares, and a check in the amount to which such holder is entitled to receive pursuant to this Article IIIV, and the Old Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of losscancelled. No interest will shall be paid or accrued shall accrue on any the amount payable upon due surrender of the Old Certificates. In the event of a transfer of ownership of Company Common Stock that If any ADR or Newco Ordinary Share Certificate is not registered in the transfer records of the Company, payment may to be issued to in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, it shall be a condition of such a transferee if exchange that the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person person requesting such issuance pays exchange shall pay any transfer or other taxes required by reason of the issuance of such payment to ADR or Newco Ordinary Share Certificate in a Person name other than that of the registered holder of such the Old Certificate surrendered, or establishes shall establish to the satisfaction of Acquirer and the Company applicable Surviving Corporation that any such tax has taxes have been paid or is are not applicable. For Six months after the purposes of this AgreementEffective Time, each Surviving Corporation shall be entitled to cause the term “Person” shall mean Exchange Agent to deliver to it any individual, corporation applicable ADRs or Newco Ordinary Share Certificates and cash (including not-for-profit any interest thereon) made available to the Exchange Agent that are unclaimed by the former shareholders of its constituent corporations). Any such former shareholders who have not theretofore exchanged their Old Certificates for ADRs or Newco Ordinary Share Certificates and cash pursuant to this Article IV shall thereafter be entitled to look exclusively to the applicable Surviving Corporation and only as general creditors thereof for the Newco Ordinary Shares and cash to which they become entitled upon exchange of their Old Certificates pursuant to this Article IV. Each Surviving Corporation shall pay all applicable charges and expenses, general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) including its applicable share of those of the Securities Exchange Act Agent, in connection with the exchange of 1934, ADRs or Newco Ordinary Share Certificates and cash for Old Certificates as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))contemplated hereby.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer Partners shall cause instruct the Paying Exchange Agent to mail to each record holder of record of a certificate representing shares share of Company Common Stock (a “Certificate”) or Company Class B Stock (i) a letter of transmittal specifying (which shall specify that in respect of certificated shares, delivery of the Certificates 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 Paying Exchange Agent, such letter of transmittal to and shall be in customary form and have such other provisions as Acquirer may reasonably specify agreed to by Partners and the Company prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Book-Entry Shares, as the case may be, in exchange for the Merger Consideration (payable in respect of shares of Company Common Stock and Company Class B Stock represented by such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Certificates or Book-Entry Shares. Upon proper surrender to the Paying Agent of a Certificate (or evidence transfer of loss in lieu thereof) Book-Entry Share, as the case may be, for cancellation to the Exchange Agent together with such letter letters of transmittal, duly properly completed and validly duly executed, and such other documents (including in respect of Book-Entry Shares) as may reasonably be requested by the Paying Agentrequired pursuant to such instructions, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (A) a New Partners Common Unit Certificate representing, in the Merger Consideration aggregate, the whole number of New Partners Common Units that such holder is entitled has the right to receive pursuant to this Article IIIII (after taking into account and aggregating all shares of Company Common Stock and Company Class B Stock then held by such holder) and (B) a check in the amount equal to the aggregate amount of cash that such holder has the right to receive pursuant to this Article III, including cash payable in lieu of any fractional New Partners Common Units pursuant to Section 3.3(e) and distributions pursuant to Section 3.3(c) and the Certificate so surrendered and the Book-Entry Share so transferred shall forthwith immediately be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of losscancelled. No interest will shall be paid or accrued on any amount Merger Consideration or on any unpaid distributions payable upon due surrender to holders of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock or Company Class B Stock that is not registered in the transfer records of the Company, payment the Merger Consideration payable in respect of such shares may be issued paid to such a transferee transferee, if the Certificate formerly representing such Company Common Stock is shares or evidence of ownership of the Book-Entry Shares are presented to the Paying Exchange Agent, and in the case of both certificated and book-entry shares, accompanied by all documents required to evidence and effect such transfer, transfer and the Person requesting such issuance pays exchange shall pay to the Exchange Agent in advance any transfer or other taxes Taxes required by reason of such payment to a Person the delivery of the Merger Consideration in any name other than that of the registered record holder of such Certificate shares, or establishes shall establish to the satisfaction of Acquirer and the Company Exchange Agent that such tax has Taxes have been paid or is are not applicablepayable. For Until the purposes required documentation has been delivered and Certificates have been surrendered and the Book-Entry Shares have been transferred, as the case may be, as contemplated by this Section 3.3, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of this Agreementshares of Company Common Stock or Company Class B Stock, as the term “Person” shall mean any individual, corporation case may be (including not-for-profit corporationsany cash in lieu of fractional units pursuant to Section 3.3(e)), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in and any distributions to which such holder is entitled pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))3.2.

Exchange Procedures. (A) As soon promptly as reasonably practicable after the Effective TimeDate, Acquirer Acquisition Corp. shall send or cause the Paying Agent to mail be sent to each former holder of shares (other than Treasury Shares) of Bancorp Common Stock and Skylands Common Stock of record of a certificate immediately prior to the Effective Time transmittal materials for use in exchanging such stockholder's certificates formerly representing shares of Company Bancorp Common Stock (a “Certificate”) "Old Bancorp Certificates") or Skylands Common Stock (i) a letter of transmittal specifying that delivery of the Certificates shall be effected"Old Skylands Certificates", and risk of loss and title to the Certificates shall passtogether with Old Bancorp Certificates, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof"Old Certificates") to the Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration consideration set forth in this ARTICLE II. The certificates representing the shares of Acquisition Corp. Common Stock ("New Certificates") into which shares of such instructions shall include instructions for stockholder's Bancorp Common Stock and Skylands Common Stock are converted at the payment of the Merger Consideration to a Person other than the Person Effective Time and any checks in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent respect of a Certificate (fractional share interest or evidence of loss in lieu thereof) for cancellation together with dividends or distributions which such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate person shall be entitled to receive will be delivered to such stockholder only upon delivery to the exchange agent (the "Exchange Agent") of Old Certificates representing all of such shares of Bancorp Common Stock and Skylands Common Stock (or indemnity reasonably satisfactory to Acquisition Corp. and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder. No interest will be paid on any such cash to be paid in exchange therefor the Merger Consideration that lieu of fractional share interests or dividends or distributions which any such holder is person shall be entitled to receive pursuant to this Article II, and the Certificate so ARTICLE II upon such delivery. Old Certificates surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on for exchange by any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group Bancorp Affiliate (as defined in Section 13(d)(35.07(A)) or any Skylands Affiliate (as defined in Section 5.07(A)) shall not be exchanged for New Certificates until Acquisition Corp. has received a written agreement from such person as specified in Section 5.07. (B) Notwithstanding the foregoing, neither the Exchange Agent nor any party hereto shall be liable to any former holder of Bancorp Common Stock or Skylands Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (C) At the election of Acquisition Corp., no dividends or other distributions with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificates until such Old Certificates have been surrendered for exchange for New Certificates. 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 Acquisition Corp. Common Stock such holder had the right to receive upon surrender of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Old Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer Acquiror shall cause direct the Paying Exchange Agent to mail or deliver to each holder of record of a stock certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a “Certificate”the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to SECTION 2.1(b) , or (ii) each Eligible Option Holder entitled to receive his or her Option Shares Merger Consideration pursuant to SECTION 2.2, as applicable, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer the Company and Acquiror may reasonably specify specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates or evidence of Company Stock Options in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the or Option Shares Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the CompanyConsideration, subject to the receipt of appropriate documentation for such transfer)as applicable. Upon surrender to the Paying Agent of a Certificate (for cancellation or evidence of loss in lieu thereof) for cancellation Company Stock Options to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by Acquiror, the Paying Surviving Corporation or the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check or wire transfer of immediately available funds representing the Merger Consideration that amount of cash such holder is entitled has the right to receive pursuant to the provisions of this Article IIARTICLE 2, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that which is not registered in the transfer records of the Company, payment a new Certificate representing the proper number of shares of Company Common Stock may be issued to such a transferee if Person other than the Person in whose name the Certificate formerly representing so surrendered is registered if such Company Common Stock Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, properly endorsed or otherwise in proper form for transfer and the Person requesting such issuance pays any transfer or other taxes required by reason of such the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company Acquiror that such tax has been paid or is not applicable. For Until surrendered as contemplated by this SECTION 2.3, each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the Merger Consideration, that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Agreement, ARTICLE 2. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) provisions of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))this ARTICLE 2.

Exchange Procedures. As soon as reasonably practicable after practicable, but in no event more than three (3) Business Days, following the Effective TimeClosing Date, Acquirer ACMB shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal specifying that delivery on ACMB’s standard form to each Apex Holdings stockholder at the address set forth opposite each such Member’s name on Schedule A to this Agreement or as provided in the records of the Certificates shall be effected, and risk Apex Holdings. After receipt 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 Paying Agent, such letter of transmittal and any other documents that ACMB may require in order to be in customary form and have such other provisions as Acquirer may reasonably specify and effect the exchange (iithe “Exchange Documents”), the Members will surrender the certificates representing their shares of Apex Holdings common stock transferred to ACMB (the “Apex Holdings Stock Certificates”) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)Exchange Agent together with duly completed and validly executed Exchange Documents. Upon surrender to the Paying Agent of a Apex Holdings Stock Certificate (or evidence of loss in lieu thereof) for cancellation to ACMB, or such agent or agents as may be appointed by ACMB, together with such letter of transmittalExchange Documents, duly completed and validly executed, and such other documents as may reasonably be requested by executed in accordance with the Paying Agentinstructions thereto, the holder of such Apex Holdings Stock Certificate shall be entitled to receive from the Exchange Agent in exchange therefor therefor, a certificate representing the Merger Consideration that number of whole shares of ACMB Common Stock to which such holder is entitled to receive pursuant to this Article IISection 1.6 hereof, and the Apex Holdings Stock Certificate so surrendered shall forthwith be canceled; provided that in no event cancelled. Until so surrendered, each Apex Holdings Stock Certificate outstanding after the Effective Time will a holder of a Certificate be entitled deemed, for all corporate purposes thereafter, to evidence only the right to receive the number of full shares of ACMB Common Stock into which such Apex Holdings Stock Certificates shall have been so converted. No portion of the Merger Consideration if Merger Consideration was already will be paid to the holder of any unsurrendered Apex Holdings Stock Certificate with respect to Apex Holdings stockholders formerly represented thereby until the shares holder of Company Common record of such Apex Holdings Stock underlying Certificate shall surrender such Apex Holdings Stock Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Documents pursuant hereto.

Exchange Procedures. As soon as reasonably practicable after (i) Not less than ten (10) days prior to the Effective TimeClosing Date, Acquirer Parent shall or shall cause the Exchange and Paying Agent to mail to each holder make available a form of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title reasonably acceptable to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, such letter of transmittal to be in customary form Company and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment as defined below). Within two (2) days of receipt of the Merger Consideration letter of transmittal, the Company shall mail the letter of transmittal to a Person other than each Shareholder at the Person in whose address set forth opposite each such Shareholder’s name the surrendered Certificate is registered on the transfer books Section 2.2(a) of the CompanyDisclosure Schedule. After receipt of such letter of transmittal, subject the Shareholders, on or after the Closing, will surrender the certificates representing their shares of Company Capital Stock (the “Company Stock Certificates”) to the receipt Exchange and Paying Agent for cancellation together with a duly completed and validly executed letter of appropriate documentation for such transfer)transmittal. Upon surrender of a Company Stock Certificate for cancellation to the Exchange and Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation Agent, together with such letter of transmittal, duly completed and validly executedexecuted in accordance with the instructions thereto, subject to the terms of Section 1.9(e) hereof, the holder of such Company Stock Certificate shall be entitled to receive from the Exchange and Paying Agent in exchange therefor, the cash amounts and Parent Common Stock to which such holder is entitled pursuant to Section 1.7 hereof (less the Parent Common Stock to be deposited into the Escrow Fund with respect to the Principal Shareholders and the Equity Holdback and Cash Holdback to be held with respect to each Accredited Shareholder), and the Company Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the cash amounts payable and Parent Common Stock issuable in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate pursuant hereto. Notwithstanding the foregoing, (i) each Shareholder that delivers its duly executed letter of transmittal and such other documents as may reasonably be requested by to the Exchange and Paying Agent, Agent at least three (3) Business Days prior to the Closing Date shall be paid all cash amounts owed to such Shareholder pursuant to Section 1.7 on the Closing Date; and (ii) each Shareholder that delivers its duly executed letter of transmittal and such other documents as may reasonable be requested to the Exchange and Paying Agent after the Closing shall be paid all cash amounts owed to such Shareholder pursuant to Section 1.7 as promptly as practicable after such delivery. (ii) Any holder of such Certificate Class A Preferred Stock who is deemed to have received Additional Common Stock pursuant to Section 1.7(e) hereof shall be entitled deemed to receive in exchange therefor have submitted Company Stock Certificates representing the Merger Consideration that such holder is entitled to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Additional Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For for the purposes of this AgreementSection 1.9(c)(i) hereof, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) when such holder of the Securities Exchange Act Class A Preferred Stock properly submits such holder’s Company Stock Certificates representing their shares of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Class A Preferred Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Acquirer the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company NSC Common Stock (a “Certificate”) the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (i) a letter of transmittal specifying (which shall specify that delivery of the Certificates 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 Paying Agent, such letter of transmittal to Exchange Agent and shall be in customary such form and have such other provisions as Acquirer HEALTHSOUTH may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment certificates representing shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer)HEALTHSOUTH Common Stock. Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by HEALTHSOUTH, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration a certificate representing that number of whole shares of HEALTHSOUTH Common Stock which such holder is entitled has the right to receive pursuant to the provisions of this Article IISection 2, and the Certificate so surrendered shall forthwith be canceled; provided that in no event will a holder of a Certificate be entitled to receive the Merger Consideration if Merger Consideration was already paid with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Company shares of NSC Common Stock that which is not registered in the transfer records of NSC, a certificate representing the Company, payment proper number of shares of HEALTHSOUTH Common Stock may be issued to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered, if such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person person requesting such issuance pays shall pay any transfer or other taxes required by reason of such payment the issuance of shares of HEALTHSOUTH Common Stock to a Person person other than the registered holder of such Certificate or establishes establish to the satisfaction of Acquirer and the Company HEALTHSOUTH that such tax has been paid or is not applicable. For Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the purposes Effective Time to represent only the right to receive upon such surrender the certificate representing shares of HEALTHSOUTH Common Stock and cash in lieu of any fractional shares of HEALTHSOUTH Common Stock as contemplated by this AgreementSection 2.2. No interest will be paid or will accrue on any cash payable in lieu of any fractional shares of HEALTHSOUTH Common Stock. To the extent permitted by law, former stockholders of record of NSC shall be entitled to vote after the term “Person” shall mean Effective Time at any individualmeeting of HEALTHSOUTH stockholders the number of whole shares of HEALTHSOUTH Common Stock into which their respective shares of NSC Common Stock are converted, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined regardless of whether such holders have exchanged their Certificates for certificates representing HEALTHSOUTH Common Stock in accordance with this Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Acquirer shall the Surviving Corporation will cause the Paying Agent to mail be mailed to each holder of record of a certificate representing or certificates (the "CERTIFICATES") that immediately before the Effective Time represented outstanding shares of Company Seller Capital Stock, whose shares were converted into the right to receive shares of Buyer Common Stock (a “Certificate”) and cash in lieu of fractional shares) pursuant to SECTION 1.2(a) hereof, (i) a letter of transmittal specifying (which will specify that delivery of the Certificates shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery receipt of the Certificates (or affidavits of loss in lieu thereof) to by the Paying Exchange Agent, such letter of transmittal to and will be in customary such form and have such other provisions as Acquirer Buyer may reasonably specify specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration certificates representing shares of Buyer Common Stock (such instructions shall include instructions for the payment and cash in lieu of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transferfractional shares). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by executed in accordance with the Paying Agentinstructions thereto, the holder of such Certificate shall will be entitled to receive in exchange therefor a certificate representing the Merger Consideration that number of whole shares of Buyer Common Stock less the number of shares of Buyer Common Stock to be deposited in the Escrow Fund (as applicable) on such holder's behalf pursuant to SECTIONS 1.3(i) and 8.1 hereof and payment in lieu of fractional shares, which such holder is entitled has the right to receive pursuant to this Article IISECTION 1.2(C) hereof, and the Certificate so surrendered shall will forthwith be canceled; provided that in no event will a holder of a . Until so surrendered, each outstanding Certificate be entitled to receive that, before the Merger Consideration if Merger Consideration was already paid with respect to the Effective Time, represented shares of Company Common Seller Capital Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of deemed from and after the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the CompanyEffective Time, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agentfor all corporate purposes, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder payment of dividends, to evidence the ownership of the number of full shares of Buyer Common Stock into which such Certificate or establishes to the satisfaction shares of Acquirer Seller Capital Stock will have been so converted and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined right to receive an amount in Section 13(d)(3) cash in lieu of the Securities Exchange Act issuance of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))fractional shares in accordance with SECTION 1.2(c) hereof.

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Effective TimeDate and in any event within 10 business days thereof, Acquirer Wachovia or Wachovia Bank, N.A. (in such -8- capacity, the "Exchange Agent"), shall send or cause the Paying Agent to mail be sent to each former holder of record of a certificate shares of 1st United Common Stock immediately prior to the Effective Time transmittal materials for use in exchanging such stockholder's certificates formerly representing shares of Company 1st United Common Stock (a “Certificate”) (i"Old Certificates") a letter of transmittal specifying that delivery of the Certificates 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 Paying Agent, such letter of transmittal to be in customary form and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration consideration set forth in this Article III. Wachovia shall cause the certificates representing the shares of Wachovia Common Stock (such instructions shall include instructions for the payment "New Certificates") into which shares of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered stockholder's 1st United Common Stock are converted on the transfer books Effective Date and/or any check in respect of the Company, subject to the receipt of appropriate documentation for any fractional share interests or dividends or distributions which such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate person shall be entitled to receive to be delivered to such stockholder upon delivery to the Exchange Agent of Old Certificates representing such shares of 1st United Common Stock (or indemnity reasonably satisfactory to Wachovia and the Exchange Agent, if any of such certificates are lost, stolen or destroyed) owned by such stockholder. No interest will be paid on any cash to be paid in exchange therefor the Merger Consideration that lieu of fractional share interests or in respect of dividends or distributions which any such holder is person shall be entitled to receive pursuant to this Article IIIII upon such delivery. 1st United shall have the right to review and comment on the transmittal materials before the Effective Date. (b) Notwithstanding the foregoing, and neither the Certificate so surrendered Exchange Agent nor any party hereto shall forthwith be canceled; provided that in no event will a liable to any former holder of 1st United Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (c) At the election of Wachovia, no dividends or other distributions with respect to Wachovia Common Stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of 1st United Common Stock converted in the Merger into the right to receive shares of such Wachovia Common Stock until the holder thereof shall be entitled to receive New Certificates in exchange therefor in accordance with the Merger Consideration if Merger Consideration was already paid procedures set forth in this Section 3.04, and no such shares of 1st United Common Stock shall be eligible to vote until the holder of Old Certificates is entitled to receive New Certificates in accordance with the procedures set forth in this Section 3.04. After becoming so entitled in accordance with this Section 3.04, the record holder thereof also shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to the shares of Company Wachovia Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable holder had the right to receive upon due surrender of the Certificates. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer, and the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Acquirer and the Company that such tax has been paid or is not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))Old Certificate.

Exchange Procedures. (a) NWIN shall appoint, in its discretion, a bank, trust company, or transfer agent (the “Exchange Agent”) as the exchange agent for the surrender of certificates formerly representing First Personal Common Stock in exchange for the Merger Consideration. (b) At and after the Effective Time, each certificate representing outstanding shares of First Personal Common Stock (each, an “Old Certificate”) (other than the Exempt First Personal Stock) shall represent only the right to receive the Merger Consideration in accordance with the terms of this Agreement. No later than one Business Day prior to the Closing Date, NWIN shall provide the Exchange Agent with authorization to issue a sufficient number of shares of NWIN common stock to be used to issue the aggregate Stock Consideration to holders of First Personal Common Stock, and deposit, or cause to be deposited, with the Exchange Agent an amount of cash sufficient to pay the aggregate Cash Consideration payable to holders of First Personal Common Stock (together with cash for any fractional shares payable pursuant to Section 2.03). (c) As promptly as practicable after the Effective Time, but no later than five business days after the Effective Time (and provided First Personal has delivered to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations hereunder), the Exchange Agent shall mail to each holder of First Personal Common Stock a letter of transmittal providing instructions to the First Personal shareholder as to the transmittal to the Exchange Agent of the Old Certificates in exchange for the issuance of the Merger Consideration applicable thereto pursuant to the terms of this Agreement. (d) NWIN shall cause a certificate representing that number of whole shares of NWIN common stock that each holder of First Personal Common Stock has the right to receive pursuant to Section 2.01 as the holder’s aggregate Stock Consideration and a check in the amount of such holder’s aggregate Cash Consideration, along with any cash in lieu of fractional shares or dividends or distributions which such holder shall be entitled to receive, if any, to be delivered to such shareholder as soon as reasonably practicable after the Effective Time, Acquirer shall cause the Paying Agent to mail to each holder of record of a certificate representing shares of Company Common Stock (a “Certificate”) (i) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title shareholder delivers to the Certificates shall passExchange Agent (or NWIN, only upon proper delivery of as the case may be) the Old Certificates (or affidavits bond or other indemnity satisfactory to NWIN if any of loss in lieu thereofsuch certificates are lost, stolen, or destroyed) to the Paying Agent, owned by such letter of transmittal to be in customary form shareholder accompanied by a properly completed and have such other provisions as Acquirer may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to the receipt of appropriate documentation for such transfer). Upon surrender to the Paying Agent of a Certificate (or evidence of loss in lieu thereof) for cancellation together with such executed letter of transmittal, duly completed in the form and validly executedsubstance satisfactory to NWIN, and such any other documents as may required by this Agreement or reasonably be requested by NWIN or the Paying Exchange Agent, the holder of such Certificate shall . No interest will be entitled to receive in exchange therefor the paid on any Merger Consideration that any such holder is entitled to receive pursuant to this Article II. (e) No dividends or other distributions on NWIN common stock with a record date occurring after the Effective Time shall be paid to the holder of any unsurrendered Old Certificate representing shares of First Personal Common Stock until the holder thereof surrenders such Old Certificates in accordance with this Article II. 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, that were previously payable with respect to shares of NWIN common stock such holder had the right to receive upon surrender of the Old Certificate(s). (f) The stock transfer books of First Personal shall be closed immediately at the Effective Time, and from and after the Certificate so surrendered Effective Time there shall forthwith be canceled; provided that no transfers on the stock transfer records of First Personal of any shares of First Personal Common Stock. If, after the Effective Time, Old Certificates are presented to NWIN, they shall be cancelled and exchanged for the Merger Consideration deliverable in no event will respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Article II. (g) NWIN shall be entitled to rely upon First Personal’s stock transfer books to establish the identity of those individuals, partnerships, corporations, trusts, joint ventures, organizations, or other entities (each, a holder of a Certificate be “Person”) entitled to receive the Merger Consideration if Merger Consideration was already paid Consideration, which books shall be conclusive with respect to the shares of Company Common Stock underlying such Certificate in connection with an affidavit of loss. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatesthereto. In the event of a transfer of dispute with respect to ownership of Company stock represented by any Old Certificate, NWIN shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party selected by NWIN and thereafter be relieved from any and all liability with respect to any claims thereto. (h) 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 NWIN, the posting by such Person of a bond or other indemnity satisfactory to NWIN as indemnity against any claim that may be made against it with respect to such Old Certificate, NWIN will issue in exchange for such affidavit of lost, stolen, or destroyed Old Certificate, the Merger Consideration deliverable in respect thereof pursuant to, and in accordance with, the other terms and conditions of this Article II. (i) Notwithstanding anything in this Agreement to the contrary, at the Effective Time, all shares of First Personal Common Stock that are held as treasury stock of First Personal or owned by NWIN (other than shares held in a fiduciary capacity or in satisfaction of a debt previously contracted) shall be cancelled and shall cease to exist, and no stock of NWIN or other consideration shall be exchanged therefor. (j) Notwithstanding the foregoing, no party hereto, nor the Exchange Agent, shall be liable to any former holder of First Personal Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat, or similar laws. (k) If outstanding Old Certificates are not surrendered or the payment for them is not registered in the transfer records of the Company, payment may be issued to such a transferee if the Certificate formerly representing such Company Common Stock is presented claimed prior to the Paying Agentdate on which the Merger Consideration payable therefor would otherwise escheat to, accompanied by all documents required to evidence and effect such transferor become the property of, and any governmental unit or agency, the Person requesting such issuance pays any transfer or other taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establishes unclaimed Merger Consideration shall, to the satisfaction extent permitted by abandoned property and any other applicable law, become the property of Acquirer NWIN (and to the Company that such tax has been paid or is extent not applicable. For the purposes of this Agreement, the term “Person” in its possession shall mean any individual, corporation (including not-for-profit corporationsbe delivered to it), general free and clear of all claims or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity or group (as defined in Section 13(d)(3) interest of the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”))any Person previously entitled thereto.