Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock (the "Certificates") whose shares were converted into shares of Phone Common Stock pursuant to Section 2.1 hereof, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent Phone may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Phone Common Stock. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Phone, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Phone Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article 2, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company ▇▇▇▇▇▇▇▇.▇▇▇ Common Stock which is not registered in the transfer records of ▇▇▇▇▇▇▇▇.▇▇▇, a certificate representing the Company, payment proper number of the Merger Consideration shares of Phone Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Phone Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Phone that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will shall accrue on any cash payable to holders in lieu of Certificates pursuant to the provisions any fractional shares of this Article IIPhone Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Exchange Effective Time, Parent : (a) BEPC and Acquisition Sub shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate Eligible Certificates (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the such Eligible Certificates shall pass, only upon proper delivery of the such Eligible Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent BEPC and Acquisition Sub may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Eligible Certificates in exchange for the Merger Consideration. Each holder Upon the surrender of record of a Certificate shall, upon surrender such Eligible Certificates for cancelation to the Paying Exchange Agent of such Certificate, together with such letter of transmittal, duly executedexecuted and completed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Eligible Certificates shall be entitled to receive in exchange therefor the amount of cash which the (A) a statement representing that number of shares of Company Common Stock previously represented by whole BEPC Class A Shares or Parent LP Units, as applicable, that such Certificate shall have been converted into holder has the right to receive as Consideration and (B) a check in the amount of cash, if any, that such holder has the right to receive in lieu of fractional entitlements to BEPC Class A Shares or Parent LP Units, as applicable, pursuant to Section 2.01(c), 4.11 and the Certificate so surrendered shall forthwith be canceleddividends and other distributions payable pursuant to Section 1.05(b) and Section 4.04. In the event of a transfer of ownership of Company Common Stock which an Eligible Certificate that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the such Eligible Certificate so surrendered is registered registered, if such Eligible Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the such registered holder of such Certificate or establish to the reasonable satisfaction of Parent BEPC or Acquisition Sub, as applicable, that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)4.03, each Eligible Certificate shall be deemed at any time after the Exchange Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right Consideration, including cash payable in lieu of fractional entitlements to receive in respect of such Certificate BEPC Class A Shares or Parent LP Units, as applicable, pursuant to Section 4.11, and any dividends or other distributions pursuant to Section 1.05(b) and Section 4.04 as contemplated by this Article IIIV. No interest shall be paid or will accrue on any the cash payable upon surrender of any Eligible Certificate. (b) BEPC and Acquisition Sub shall cause the Exchange Agent to holders mail to each holder of Certificates record of Eligible Book-Entry Shares as of the Exchange Effective Time (i) a notice of the effectiveness of the Share Exchange, (ii) a statement reflecting the whole number of BEPC Class A Shares, if any, in the name of such record holder that such holder has the right to receive as Consideration and (iii) a check in the amount of cash, if any, that such holder has the right to receive as Consideration, including cash payable in lieu of fractional entitlements to BEPC Class A Shares pursuant to the provisions of Section 4.11, pursuant to this Article IIIV. Holders of Eligible Book-Entry Shares will not be required to take any action to receive the Consideration in respect of such Eligible Book-Entry Shares or any dividends or other distributions payable pursuant to Section 1.05(b) or any dividends or other distributions declared or made with respect to BEPC Class A Shares or Parent LP Units, as applicable, with a record date after the Exchange Effective Time.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifycontain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate one or more Certificates shall, upon surrender to the Paying Exchange Agent of such CertificateCertificate or Certificates, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to receive in exchange therefor the amount of cash to which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive holder is entitled pursuant to Section 2.01(c2.09(c), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 2.10(b) may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b2.10(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIConsideration. No interest shall be paid or will accrue on any cash payable payment to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate or Certificates (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Certificate shall pass, only upon proper delivery of the such Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent the Surviving Corporation and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Consideration. Each holder Upon surrender of record of such a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration cash may be made paid to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration cash to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b3.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Article IIIII. No interest shall will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIIII. The Surviving Corporation shall pay the charge and expenses of the Paying Agent.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of CDnow Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01 (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent Holdco may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Holdco Class A Common Stock previously represented by that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. Until such time as a certificate representing Holdco Class A Common Stock is issued to or at the direction of the holder of a surrendered Certificate, such Holdco Class A Common Stock shall be deemed not outstanding and shall not be entitled to vote on any matter. In the event of a transfer of ownership of Company CDnow Common Stock which that is not registered in the transfer records of CDnow, a certificate representing the Company, payment appropriate number of the Merger Consideration shares of Holdco Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Holdco Class A Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Holdco that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 2.02. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent the Offerors shall cause the Paying Agent to mail to each holder of record (other than the Offerors) of a Certificate certificate or certificates that immediately prior to the Effective Time represented shares of Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary a form and have such other provisions as Parent the Offerors may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by the Offerors, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, and the amount Paying Agent shall pay, the Merger Consideration for each share of cash which the number of shares of Company Common Stock previously represented formerly evidenced by such Certificate, and such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate so surrendered is registered if such Certificate on the stock transfer books of the Company, it shall be a condition of payment to the holder of a Certificate that it be endorsed properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment shall pay any have paid all transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate thereof or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is taxes are not applicable. Until surrendered as contemplated by this Section 2.02(b)3.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect of shares theretofore represented by such Certificate shall have been converted pursuant to this Article IISection 3.01(a). No interest shall will be paid or will accrue on any the cash payable to holders upon the surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares Merger Consideration for each share of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)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 which the holder thereof has the right to receive in respect of such Certificate pursuant to cash as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime and in any event within five Business Days following the Closing Date, the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates held by such person shall pass, pass only upon proper delivery of the Certificates to the Paying Agent Agent, and which shall be in customary a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which equal to the number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the stock transfer records books of the Company, payment of the Merger Consideration in exchange therefor may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will shall accrue on any the cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), whose shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for payment of the Merger Consideration. Each holder Upon surrender of record of a Certificate shall, upon surrender one or more Certificates for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, which agents shall be reasonably satisfactory to the Company, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificates shall be entitled to receive in exchange therefor the amount of cash which the number of shares Merger Consideration for each share of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Certificate, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In Except as required by law, no interest shall be paid on the event Merger Consideration payable upon surrender of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, any Certificate. If payment of the Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to cash as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as promptly as practicable, the amount of cash which and the number of whole shares of Parent Common Stock that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive pursuant to Section 2.01(c)receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail be mailed to each holder of record of a Certificate certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.6, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery receipt of the Certificates to by the Paying Agent Agent, and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if (i) such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, (ii) the Person requesting such payment has posted a bond in such reasonable amount as Parent or the Paying Agent may direct as indemnity against any claim that may be made against them with respect to such Certificate (which requirement may be waived by Parent, in its sole discretion, upon receipt of an opinion of counsel in form and substance satisfactory to Parent) and (iii) the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by pursuant to this Section 2.02(b1.8(c), each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock (other than Certificates representing Dissenting Shares) will be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect Consideration. Notwithstanding any other provision of such Certificate pursuant to this Article II. No Agreement, no interest shall will be paid or will accrue on any the cash payable in respect of the Merger Consideration upon the surrender of any Certificate. Parent or the Paying Agent shall be entitled to holders of Certificates deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as Parent or the Paying Agent is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code or under any provisions of state, local or foreign tax Law. To the extent that amounts are so withheld by Parent or the Paying Agent, such withheld amounts shall be treated for all purposes of this Article IIAgreement as having been paid to the Person in respect of which such deduction or withholding was made by Parent or the Paying Agent.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event later than five business days following such date), Parent the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, 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 amount of cash, without interest, into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01. If any holder of shares of Company Common Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or will accrue on any the cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent Surviving Corporation shall cause the Paying Agent to mail to each holder of record immediately prior to the Effective Time of a Certificate certificate formerly representing shares of Company Common Stock (a “Certificate”) (i) a form of letter of transmittal (which shall specify 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 and which shall Agent, such letter of transmittal to be in customary form and have such other provisions as Parent may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration (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). Each holder of record of a Certificate shall, upon Upon surrender to the Paying Agent of such Certificate, 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 required requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted into the right holder is entitled to receive pursuant to Section 2.01(c)this Article 3, 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 the 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 which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made issued to such a person other than the person in whose name transferee if the Certificate so surrendered formerly representing such Company Common Stock is registered if 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 transfer, and the person Person requesting such payment shall pay issuance pays any transfer or other taxes required by reason of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent and the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by For the purposes of this Section 2.02(bAgreement, the term “Person” shall mean any individual, corporation (including not-for-profit corporations), each Certificate shall be deemed at any time after 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 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 II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIExchange Act).

Exchange Procedures. As soon promptly as reasonably practicable after the Effective TimeTime (but in any event within three (3) business days), Parent shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of a Certificate shares of Common Stock or Company Stock Options entitled to receive the Merger Consideration pursuant to Section 2.01(a): (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon Upon surrender to the Paying Agent of such Certificatea Certificate for cancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which such holder has the number right to receive in respect of the shares of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), 2.01(a) and the Certificate so surrendered shall forthwith be canceled. As soon as reasonably practicable after receipt of the required documentation from a holder, the Paying Agent shall make payment to such holder by mailing certified or bank checks payable to such holder in next day funds; provided, however, if and to the extent that a holder is entitled to receive an amount in excess of $500,000, such holder may, at its option, deliver to the Paying Agent at or after Closing the documentation required herein together with wire transfer instructions, and upon the receipt of the same by the Paying Agent at or after Closing, the Paying Agent shall make payment to such holder by wire transfer of same day funds in accordance with such instructions. In the event of a transfer of ownership of Company shares of Common Stock which that is not registered in the transfer records of the CompanyCompany that is made prior to the Effective Time, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if the Certificate representing such Certificate shares shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.04, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration to which the holder thereof has the right to receive in respect of such Certificate is entitled pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable (a) At and after the Effective Time, each Certificate formerly representing shares of Company Common Stock shall (except for shares of Company Common Stock canceled or converted into common stock of the Surviving Corporation in accordance with Section 2.01(b) and subject to applicable law in the case of Dissenting Shares) represent only the right to receive the Merger Consideration, without interest. (b) At or prior to the Effective Time, Parent shall or shall cause Merger Sub to deposit, or cause to be deposited, with a bank or trust company reasonably satisfactory to the Company (the “Paying Agent”), for the benefit of the holders of the Certificates, funds in the aggregate amount to be paid pursuant to this Article II in exchange for outstanding shares of Company Common Stock. Any cash deposited with the Paying Agent shall hereinafter be referred to mail as the Exchange Fund. (c) As promptly as practicable after the Effective Time but in no event later than two business days following the Effective Time, the Surviving Corporation shall send or cause to be sent to each holder of record of a Certificate shares of Company Common Stock (iother than shares that are to be canceled or converted into common stock of the Surviving Corporation pursuant to Section 2.01(b)) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title immediately prior to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions Effective Time transmittal materials for use in effecting the surrender of the exchanging Certificates in exchange for the Merger Consideration. Each holder The Surviving Corporation shall cause any check in respect of record of a Certificate shall, the Merger Consideration (together with any dividends or other distributions to which holders become entitled in accordance with this Article II upon surrender of such Certificate) which such person shall be entitled to receive to be delivered to such stockholder upon delivery to the Paying Agent of Certificates formerly representing such Certificateshares of Company Common Stock (or indemnity reasonably satisfactory to the Surviving Corporation and the Paying Agent, if any of such Certificates are lost, stolen or destroyed) owned by such stockholder, together with such a letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agentpursuant to such instructions, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by and thereafter such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of the shares of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered No interest will be paid on any such cash to be paid pursuant to this Article II upon such delivery. The Surviving Corporation or the Paying Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable to any holder of Certificates such taxes (if any) as contemplated Parent, the Surviving Corporation or the Paying Agent is required to deduct and withhold under the Code, or any provision of United States, state or local tax law or non-U.S. tax law (other than a Canadian withholding tax imposed by virtue of Parent being created, organized or doing business in Canada). To the extent that amounts are so withheld by the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of such Certificates. (d) Subject to Section 2.04, at the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, stockholders of the Company, other than to receive the Merger Consideration and any dividend or other distribution with respect to the Company Common Stock with a record date occurring prior to the Effective Time (or, with respect to shares of Company Common Stock converted into common stock of the Surviving Corporation in accordance with Section 2.01(b), as expressly provided in Section 2.01(b)). From and after the Effective Time, there shall be no transfers on the stock transfer records of the Company of any shares of the Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer, 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 2.02(b), each Certificate shall be deemed at 2.02 together with any time dividends or other distributions to which the holder becomes entitled in accordance with this Article II upon the surrender of such Certificates. (e) Any funds (including any interest with respect thereto) which have been made available to the Paying Agent and that remain unclaimed by the former stockholders of the Company for six months after the Effective Time shall be paid to represent the Surviving Corporation. Any former stockholders of the Company who have not theretofore complied with this Article II shall thereafter look only to the right to receive upon such surrender Surviving Corporation and Parent for payment of the Merger Consideration which the holder thereof has the right to receive in respect of each share of Company Common Stock formerly held by such stockholder as determined pursuant to this Agreement, in each case, without any interest thereon. Any Merger Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity shall, to the fullest extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto. Notwithstanding the foregoing, none of the Paying Agent, Parent, the Company, Merger Sub or the Surviving Corporation shall be liable to any former holder of Company Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) In the event any Certificate shall have been lost, stolen or destroyed, upon the making of a customary affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the Surviving Corporation or Parent, as the case may be, the posting by such person of a bond in such amount as the Paying Agent, the Surviving Corporation or Parent, as the case may be, may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent, the Surviving Corporation or Parent, as the case may be, shall issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement and any dividends or other distributions to which holders become entitled in accordance with this Article II upon the surrender of such Certificate. (g) Any portion of the Merger Consideration made available to the Paying Agent pursuant to this Section 2.02 to pay for shares of Company Common Stock for which appraisal rights have been perfected in accordance with Section 262 of the DGCL shall be returned to the Surviving Corporation upon demand. (h) The Paying Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis; provided, that in the case of any losses incurred in the Exchange Fund as a result of such investments, Parent shall, or shall cause the Surviving Corporation, to take all actions necessary (including by depositing additional cash) to ensure that the Exchange Fund includes cash sufficient to satisfy the obligations of Parent and the Surviving Corporation to pay the Merger Consideration payable pursuant to this Article IIII and any dividends or other distributions to which holders become entitled in accordance with this Article II upon the surrender of Certificates. No Any interest and other income resulting from such investments shall be paid to or will accrue on any cash payable to holders at the direction of Certificates pursuant to the provisions of this Article IISurviving Corporation.

Exchange Procedures. (a) As soon promptly as reasonably practicable after the Merger Effective TimeDate, Parent and in any event within five (5) Business Days thereafter, the Exchange Agent shall cause the Paying Agent to mail to each holder of record of outstanding shares of Innes Street Common Stock a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may substance reasonably specifyacceptable to Innes Street ("Letter of Transmittal") and (ii) containing instructions for use in effecting the surrender of the Certificates in exchange Certificate(s) held by such holder for payment therefore. Upon a holder's surrender of the Merger Consideration. Each holder of record of a Certificate shall, upon surrender Certificate(s) to the Paying Exchange Agent in accordance with the instructions set forth in the Letter of Transmittal, such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to holder shall promptly receive in exchange therefor the amount Merger Consideration, without interest thereon. Approval of cash which this Agreement by the number shareholders of shares Innes Street shall constitute authorization for ▇▇▇▇▇▇ Bancorp to designate and appoint the Exchange Agent. Neither ▇▇▇▇▇▇ Bancorp nor the Exchange Agent shall be obligated to deliver the Merger Consideration to a former shareholder of Company Common Stock previously represented by Innes Street until such former shareholder surrenders his Certificate(s). (b) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name a Certificate surrendered in exchange therefore is registered, it shall have been converted into the right to receive pursuant to Section 2.01(c), and be a condition of payment that the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed (or accompanied by an appropriate instrument of transfer) and otherwise be in proper form for transfer transfer, and that the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered, or required for any other reason, or shall establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)payable. (c) On or prior to the day following the Merger Effective Date, each Certificate ▇▇▇▇▇▇ Bancorp and/or ▇▇▇▇▇▇ Federal shall deposit or cause to be deposited, in trust with the Exchange Agent, an amount of cash equal to the aggregate Merger Consideration that the Innes Street shareholders shall be deemed at any time after the Effective Time to represent only the right entitled to receive upon such surrender on the Merger Effective Date pursuant to Section 2.02 hereof. (d) The payment of the Merger Consideration upon the exchange of Innes Street Common Stock in accordance with the terms and conditions hereof shall constitute full satisfaction of all rights pertaining to such Innes Street Common Stock. (e) Promptly following the date which is twelve (12) months after the Merger Effective Date, the Exchange Agent shall deliver to ▇▇▇▇▇▇ Bancorp all cash, Certificates and other documents in its possession relating to the transactions described in this Agreement, and the Exchange Agent's duties shall terminate. Thereafter, each holder thereof has the right of a Certificate formerly representing shares of Innes Street Common Stock may surrender such Certificate to ▇▇▇▇▇▇ Bancorp and (subject to applicable abandoned property, escheat and similar laws) receive in respect consideration therefore the Merger Consideration multiplied by the number of shares of Innes Street Common Stock formerly represented by such Certificate pursuant to this Article II. No Certificate, without any interest or dividends thereon. (f) As of the close of business on the Merger Effective Date, there shall be paid or will accrue no transfers on any cash payable to holders the stock transfer books of Certificates pursuant Innes Street of the shares of Innes Street Common Stock which are outstanding immediately prior to the provisions Merger Effective Date, and the stock transfer books of Innes Street shall be closed with respect to such shares. If, after the Merger Effective Date, Certificates representing such shares are presented for transfer to the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as provided in this Article II. (g) In the event any Certificate for Innes Street Common Stock shall have been lost, stolen or destroyed, the Exchange Agent shall deliver (except as otherwise provided in Section 2.02(iii)) in exchange for such lost, stolen or destroyed certificate, upon the making of an affidavit of the fact by the holder thereof, the cash to be paid in the Merger as provided for herein; provided, however, that ▇▇▇▇▇▇ Bancorp may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such reasonable sum as ▇▇▇▇▇▇ Bancorp may determine as indemnity against any claim that may be made against Innes Street, ▇▇▇▇▇▇ Bancorp or any other party with respect to the Certificate alleged to have been lost, stolen or destroyed.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate Certificate: (i) a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other taxes similar Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIII and any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent Purchaser shall cause the Paying Agent to mail to each holder of record of a Certificate Public Shares (other than any Dissenting Shares) (i) a form of letter of transmittal (which shall specify that delivery 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 transfer of the Uncertificated Shares to the Paying Agent and which shall otherwise be in customary form reasonably satisfactory to the Company and have such other provisions as Parent may reasonably specifyPurchaser) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Share Exchange Consideration. Each holder of record of a Certificate Public Shares shall, (x) upon surrender to the Paying Agent of any such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, or (y) upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock Public Shares previously represented by such Certificate or the Uncertificated Shares, as applicable, shall have been converted into exchanged for the right to receive pursuant to Section 2.01(c4.1(b), without any interest thereon and the less any required withholding of Taxes, and any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Public Shares which is not registered in the transfer records of the Company, payment of the Merger Share Exchange Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered if any such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other taxes similar Taxes required by reason of the payment of the Merger Share Exchange Consideration to a person Person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent Purchaser that such tax Tax has been paid or is not applicable. Until surrendered or transferred as contemplated by this Section 2.02(b4.2(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Share Exchange Consideration which the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIIV.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.01(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration which certificate representing the holder thereof has appropriate number of whole shares of Parent Common Stock, cash in lieu of any fractional shares of Parent Common Stock and any dividends to the right to receive extent provided in respect of such Certificate pursuant to Section 2.02(c) as contemplated by this Article IISection 2.02. No interest shall will be paid or will accrue on any cash payable to holders in lieu of Certificates pursuant to the provisions any fractional shares of this Article IIParent Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate (a “Certificate”) or book-entry share (a “Book-Entry Share”) that immediately prior to the Effective Time represented issued and outstanding Company Common Shares and whose shares were converted into the right to receive the Merger Consideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or Book-Entry Shares to the Paying Agent Exchange Agent, and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shallor Book-Entry Share, upon surrender as applicable, for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the amount of cash which the that number of shares of Company whole Parent Common Stock previously represented by Shares and/or cash, as applicable, that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article III, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment If any portion of the Merger Consideration may is to be made to registered in the name of a person other than the person in whose name the applicable surrendered Certificate so or Book-Entry Share is registered, it shall be a condition to the registration of such Merger Consideration that the surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required by reason of such registration in the payment name of the Merger Consideration to a person other than the registered holder of such Certificate or Book-Entry Share or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIConsideration. No interest shall be paid or will shall accrue on any cash payable to for the benefit of holders of Certificates pursuant to or Book-Entry Shares on the provisions Merger Consideration payable upon the surrender of this Article IICertificates or Book-Entry Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash cash, if any, and the number of whole shares of Parent Common Stock, if any, which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01(c) into the right to receive pursuant to Section 2.01(c)receive, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable possible after the Effective TimeTime (but in any event within three (3) Business Days), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon proper delivery of the Certificates to the Paying Agent Agent, and which letter shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration to which the holder thereof is entitled. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which payable in respect of the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 2.2. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a an ASARCO Certificate whose shares were converted into the ASARCO Merger Consideration pursuant to Section 3.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the ASARCO Certificates shall pass, only upon proper delivery of the ASARCO Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as ASARCO and Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the ASARCO Certificates in exchange for the ASARCO Merger Consideration. Each holder Upon surrender of record of a an ASARCO Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such ASARCO Certificate shall be entitled to receive in exchange therefor (i) a check in the amount of cash equal to the cash, if any, which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article III and (ii) a Parent Certificate representing that number of whole shares of Parent Common Stock, if any, which such holder has the right to receive pursuant to the provisions of this Article III, certain dividends or other distributions in accordance with Section 2.01(c3.2(c) and cash in lieu of any fractional share in accordance with Section 3.2(e), and the . The ASARCO Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company ASARCO Common Stock which is not registered in the transfer records of ASARCO, the Company, payment of the applicable ASARCO Merger Consideration may be made issued or paid to a person other than the person in whose name the ASARCO Certificate so surrendered is registered if such ASARCO Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person requesting such payment issuance shall pay any all transfer or other taxes non-income Taxes required by reason of the payment issuance of the ASARCO Merger Consideration to a person other than the registered holder of such ASARCO Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each ASARCO Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable ASARCO Merger Consideration into which the holder thereof has the right to receive shares of ASARCO Common Stock formerly represented by such ASARCO Certificate have been converted, certain dividends or other distributions in respect accordance with Section 3.2(c) and cash in lieu of such Certificate pursuant to this Article IIany fractional share in accordance with Section 3.2(e). No interest shall will be paid or will accrue on any cash payable to holders of ASARCO Certificates pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented outstanding shares of FPL Common Stock or Entergy Common Stock (the "Certificates") whose shares were converted into the right to receive shares of Company Common Stock pursuant to Section 2.01 (the "Merger Consideration"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent FPL and Entergy may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Common Stock previously represented by that such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.01(c2.02(c) and cash in lieu of any fractional share of Company Common Stock in accordance with Section 2.02(e), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company FPL Common Stock which or Entergy Common Stock that is not registered in the transfer records of FPL or Entergy, as the Companycase may be, payment a certificate representing the proper number of the Merger Consideration shares of Company Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Company Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, 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 Consideration, which the holder thereof has the right to receive in respect of such Certificate 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 FPL Common Stock or Entergy Common Stock, as the case may be, in accordance with Section 2.02(e). No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c) (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount number of cash whole shares of Parent Common Stock, if any, into which the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(d), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate Share (other than holders of Excluded Shares) (i) a form of letter of transmittal (which shall specify that when delivery of Shares shall be effected, and and, with respect to certificates representing Shares immediately prior to the Effective Time (“Certificates”), that the risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Paying Agent and which letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate Share (other than holders of Excluded Shares) shall, upon surrender to the Paying Agent submission of such Certificate, together with such a letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented Shares held by such Certificate holder shall have been converted into the right to receive pursuant to Section 2.01(c)3.1(a) of this Agreement, and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b3.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IIIII. No interest shall be paid or will accrue on any cash payable to holders of Certificates Shares pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose Shares were converted into the right to receive the Merger Consideration pursuant to the terms of the Articles of Merger, (i) a form of letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled Parent shall cause the Paying Agent to receive in exchange therefor pay to the amount holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock a Certificate representing Shares which is are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes (as hereinafter defined) required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IIIII. No interest shall be paid or will accrue on any cash the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.8(b), (i) a form Letter of letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to receive in exchange therefor the amount Exchange Agent shall pay the holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration in respect of such Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment If any portion of the Merger Consideration may is to be made paid to a person Person other than the person in whose name registered holder of the shares represented by the Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificate or Certificates so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate shares or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b)2.9, each Certificate (other than Certificates representing Dissenting Shares or shares of Company Common Stock to be canceled pursuant to Section 2.8(b)) shall be deemed at any time after the 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 upon such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIsurrender.

Exchange Procedures. As soon as reasonably practicable possible after the Effective TimeTime (but in any event within three Business Days), Parent the Company and the Surviving Company shall cause the Paying Exchange Agent to mail to each holder of record of a each Stock Certificate that immediately prior to the Effective Time evidenced outstanding shares of Juniper Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 3.1: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Stock Certificate shall passpass to the Exchange Agent, only upon proper delivery of the Certificates Stock Certificate to the Paying Agent Exchange Agent, and which letter shall be in customary such form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates Stock Certificate in exchange for the Merger ConsiderationConsideration to which the holder thereof is entitled. Each holder of record Upon surrender of a Stock Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents reasonably satisfactory to Juniper as may be appointed by the Company, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Stock Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration payable in respect of cash which the number of shares of Company Juniper Common Stock previously represented by such Stock Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)the provisions of this Article III, and the Stock Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company one or more shares of Juniper Common Stock which is that are not registered in the stock transfer records of the CompanyJuniper, payment of the Merger Consideration may be made to a person other than the person in whose name the Stock Certificate so surrendered is registered registered, if such Stock Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Stock Certificate or establish to the reasonable satisfaction of Parent the Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each Stock Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 3.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates or a Book-Entry Share or Book-Entry Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and which shall be in customary such form and have such other provisions as Parent and the Company may reasonably specifymutually agree) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender (or effective affidavits of loss in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the amount of cash which Merger Consideration payable with respect to the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate or Book-Entry Share so surrendered is registered registered, if such Certificate or Book-Entry Shares shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or Book-Entry Shares or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until Subject to Section 2.01(e), until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 2.02. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate or Book-Entry Share.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction satis faction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent to will mail or otherwise make available to each holder of record of a Certificate which immediately prior to the Effective Time represented outstanding Shares converted into the right to receive the Merger Consideration pursuant to Section 2.01: (i) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall will be in customary such form and have such other provisions as Parent RECO may reasonably specifyspecify consistent with this Agreement) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate will be entitled to receive in exchange therefor the amount of cash Merger Consideration and cash, if any, which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(cthe provisions of Sections 2.02(c) and (e), and the Certificate so surrendered shall will forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made issued or paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be is properly endorsed or otherwise be in proper form for transfer and the person Person requesting such issuance or payment shall pay pays any transfer or other taxes required by reason of the issuance or payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent RECO that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall will be deemed at any time after the 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 in the Merger and cash, if any, pursuant to this Article IIthe provisions of Section 2.02(c) and (e). No interest shall will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II, but all payments of cash, if any, which holders have the right to receive pursuant to the provisions of this Article II will be made in immediately available funds. Certificates surrendered for exchange by any person who is an "affiliate" of the Company for purposes of Rule 145, as such rule may be amended from time to time, under the Securities Act, will not be exchanged until RECO has received an agreement substantially in the form of Schedule 5.08(a) from such person.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, but in no event more than 10 days thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (the “Certificates”) whose shares were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration: (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required executed by the Paying Agentholder of such Certificate, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which Merger Consideration (subject to Section 2.2(d) and Section 2.2(e)) multiplied by the number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Merger Consideration may is to be made to an individual, corporation, limited liability company, or other entity (a person “Person”) other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate held by a holder whose Shares were converted pursuant to Section 2.1(c) 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to cash as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Parent Common Stock previously represented by (together with cash in lieu of fractional shares) that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. Until such time as a certificate representing Parent Common Stock is issued to or at the direction of the holder of a surrendered Certificate, such Parent Common Stock shall not be voted on any matter. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment a certificate representing the appropriate number of the Merger Consideration shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until Subject to Section 2.02(d), until surrendered as contemplated by this Section 2.02(b)2.02, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 2.02. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent (and shall use its best efforts to cause the Paying Agent to do so by the fifth (5th) Business Day following the date of the Effective Time) to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Seller Common Stock (the ‘‘Certificates’’) whose shares were converted pursuant to Section 3.1(c) into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor cash equal to the amount Merger Consideration payable in respect of cash which the number of shares of Company Seller Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Certificate, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Seller Common Stock which is not registered in the transfer records of the CompanySeller, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and the person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive 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 IIConsideration. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate certificate or certificates, which immediately prior to the Effective Time represented outstanding Cash Merger Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Cash Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent Mergerco and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Cash Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Mergerco, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously Cash Merger Consideration for each Share formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Cash Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Cash Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)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 Cash Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to cash as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, but in any event not more than three (3) Business Days after the Effective Time, Parent shall cause the Paying Agent to mail or otherwise deliver to each holder of record of a Certificate representing Shares which were converted pursuant to Section 3.1(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates each Certificate shall pass, only upon proper delivery of the Certificates such Certificate to the Paying Agent and which shall be in customary such form and have such other customary provisions as Parent may reasonably specifyand the Company shall mutually agree) and (ii) instructions for use in effecting the surrender of the Certificates each such Certificate in exchange for payment of the total amount of Merger ConsiderationConsideration that such holder is entitled to receive pursuant to this Agreement. Each holder of record Upon proper surrender of a Certificate shall, upon surrender to the Paying Agent of such CertificateAgent, together with such the related letter of transmittal, duly executed, and such other documents as may be reasonably be required by pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration (subject to subsection (e) of cash which the number of shares of Company Common Stock previously this Section 3.2) for each Share formerly represented by such Certificate, to be mailed within five (5) Business Days of receipt of such Certificate shall have been converted into and letter of transmittal by the right to receive pursuant to Section 2.01(c)Paying Agent, and the Certificate so surrendered shall forthwith be canceledcancelled. In No interest shall be paid or accrue on the event cash payable upon surrender of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, any Certificate. If payment of the any Merger Consideration may is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment of such Merger Consideration that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person Person requesting such payment shall pay have paid to the Paying Agent in advance any transfer or other taxes Tax required by reason of the payment of the such Merger Consideration to a person Person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax Tax either has otherwise been paid or is not applicable. Until Subject to Section 3.3, until surrendered as contemplated by this Section 2.02(b)3.2, each Certificate representing one or more Shares that were converted pursuant to Section 3.1(c) shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender receive, in cash, the Merger Consideration which the holder thereof has the right (subject to receive in respect subsection (e) of this Section 3.2) for each Share formerly represented by such Certificate pursuant to as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 3.2.

Exchange Procedures. As soon as reasonably practicable after the -------------------- Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (each, a "Certificate") which immediately prior to the Effective Time represented outstanding shares of ICI Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01 (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by ICI, together with such letter of transmittal, duly executed, and such other documents as may be reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company ICI Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company ICI Common Stock which is not registered in the transfer records of the CompanyICI, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, 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 amount of cash, without interest, into which the holder thereof has the right to receive in respect shares of ICI Common Stock theretofore represented by such Certificate shall have been converted pursuant to this Article IISection 2.01. No interest shall will be paid or will accrue on any the cash payable to holders upon the surrender of Certificates pursuant any Certificate, except to the provisions of this extent provided under Article II13.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause but in any event within five (5) Business Days thereafter, COLA will instruct the Paying Exchange Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time evidenced outstanding Public Shares (ithe "Certificates"), (a) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent COLA may reasonably specify) and (iib) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by COLA, together with such a letter of transmittal, duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Paying Agent"Transmittal Documents"), the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration for each share of cash which the number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of Company Common Stock Public Shares which is not registered in the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such shares if the Certificate evidencing such shares of Common Stock is presented to the Exchange Agent and 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 requesting payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall must either pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate so surrendered or establish to the reasonable Surviving Corporation's satisfaction of Parent that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Exchange Agent as promptly 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 as contemplated by in accordance with this Section 2.02(b)Article 2.2.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration which the holder thereof has the right to receive for each Public Share formerly represented by such Certificate. The Exchange Fund shall not be used for any purpose other than as set forth in respect of such Certificate pursuant to this Article II. No interest Any interest, dividends or other income earned on the investment of cash held in the Exchange Fund shall be paid or will accrue on any cash payable to holders for the account of Certificates pursuant to the provisions of this Article IISurviving Corporation.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder all holders of record of a Certificate Certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and which were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, each of the holders of such Certificates shall be entitled to receive in exchange therefor the amount of cash which payable in respect of the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive Certificates pursuant to Section 2.01(c)the provisions of this Article II, and each of the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the stock transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be has been properly endorsed or otherwise be is in proper form for transfer and the person requesting such payment shall pay pays any transfer taxes or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)2.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon (a) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name a Certificate surrendered pursuant to Section 2.03(c) is registered, it shall be a condition to such payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer, as reasonably practicable applicable, and the Person requesting such payment shall inform the Exchange Agent, pursuant to an agreement entered into prior to Closing, whether any transfer or other similar Taxes are required as a result of such payment to a Person other than the registered holder of such Certificate, or establish to the reasonable satisfaction of 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 (12) 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 E▇▇▇▇ 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 E▇▇▇▇ 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 E▇▇▇▇ 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 Merger 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 E▇▇▇▇ 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 Merger 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 E▇▇▇▇ 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 E▇▇▇▇ 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 Exchange Agent shall be entitled to rely upon the stock transfer books of E▇▇▇▇ 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, Parent NBT shall cause the Paying Exchange Agent to mail or deliver to each Person who was, immediately prior to the Effective Time, a holder of record of E▇▇▇▇ Stock a Certificate (i) notice advising such holders of the effectiveness of the Merger, including a form of letter of transmittal (in a form reasonably satisfactory to NBT and E▇▇▇▇ 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 the Certificates shall pass, only upon with respect to shares evidenced by Certificates, proper delivery of the Certificates to the Paying Exchange Agent of such Certificates and which shall be the transmittal materials, duly, completely and validly executed in customary form and have such other provisions as Parent may reasonably specify) and (ii) accordance with the instructions for use in effecting thereto. Upon surrender to the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Exchange Agent of a Certificate shall, upon surrender to the Paying Agent of such Certificate, for cancellation together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and the holder of such other documents as may reasonably Certificate shall promptly be required by the Paying Agent, be entitled to receive provided in exchange therefor therefor, but in no event later than five (5) Business Days after due surrender, (x) a certificate, or at the amount election of cash which NBT, a statement reflecting shares issued in book-entry form, representing the number of whole shares of Company Common NBT Stock previously represented by that such Certificate shall have been converted into holder is entitled pursuant to this Article II, and (y) a check in the right amount equal to receive the sum of (A) any cash in lieu of fractional shares pursuant to Section 2.01(c2.03(f) and (B) 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 transfer of ownership of Company Common Stock which is not registered bond in customary amount as indemnity against any claim that may be made against it or the transfer records of Surviving Corporation with respect to such Certificate, NBT shall cause the Company, payment of Exchange Agent to issue the Merger Consideration may be made deliverable to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer Person, and the person requesting such payment shall pay any transfer cash, unpaid dividends or other taxes required by reason distributions that would be payable or deliverable to such Person, in respect of the payment shares of the Merger Consideration E▇▇▇▇ Stock represented by such lost, stolen or destroyed Certificate. (e) No dividends or other distributions with respect to NBT Stock with a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time record date after the Effective Time shall be paid to represent only 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 (f) 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 (f), 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 entitle the owner thereof to vote or to any other rights as a stockholder of NBT. 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 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 receive upon such surrender make all determinations, not inconsistent with the terms of this Agreement, governing (A) the issuance and delivery of shares of NBT Stock into which shares of E▇▇▇▇ Stock are converted in the Merger Consideration which and (B) the holder thereof has the right to receive method of payment of cash in respect lieu of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders fractional shares of Certificates pursuant to the provisions of this Article IINBT Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall use commercially reasonable efforts to cause the Paying Agent to mail to each holder of record of a Certificate or of Book Entry Shares, within five business days of the Effective Time, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates a Certificate shall pass, only upon proper delivery of the Certificates Certificate to the Paying Agent and, in the case of Book Entry Shares, delivery shall be effected and risk of loss and title shall pass only upon adherence to the procedures set forth in the letter of transmittal, and which letter of transmittal shall be in customary such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates and Book Entry Shares in exchange for the Merger Consideration. Each holder Surrender of record any Book Entry Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Certificate shall, upon surrender or Book Entry Shares for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly completed and properly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the an amount of cash which equal to the number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c2.1(a)(iii), and the Certificate or Book Entry Shares so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the stock transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate or Book Entry Shares so surrendered is or are registered if if, in the case of a Certificate, such Certificate shall be properly endorsed or otherwise be in proper form for transfer, or, in the case of Book Entry Shares, the person in whose name such Book Entry Shares are registered shall have delivered to the Paying Agent instruments of transfer and in such form as the Paying Agent may require in accordance with its customary procedures for the transfer for securities represented by book entry, and, in each case, the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or Book Entry Shares or establish to the reasonable satisfaction of the Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate and all 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 Consideration amount of cash, without interest, into which the holder thereof has the right to receive in respect shares of Company Common Stock formerly represented by such Certificate or Book Entry Shares have been converted pursuant to this Article IISection 2.1(a)(iii). No interest shall be paid or will shall accrue on any the cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate or Book Entry Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall the Purchaser and the Surviving Corporation will cause the Paying Exchange Agent to mail send to each holder of record of a Certificate the Company Certificates whose shares were converted pursuant to Section 2.6 into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may the Purchaser and the Surviving Corporation and the Exchange Agent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Company Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Company Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholding) of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into Merger Consideration that the right holder is entitled to receive pursuant to under Section 2.01(c)2.6, and the Company Certificate so surrendered shall forthwith immediately be canceled. No interest will be paid or accrued with respect to any Merger Consideration deliverable upon due surrender of the Company Certificates. In the event of a transfer of ownership of the Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than transferee if, and only if, the person in whose name Company Certificate representing such Company Common Stock is presented to the Certificate so surrendered is registered if Exchange Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b)2.8, each Company Certificate (other than the Company Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time for all purposes 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 Company Certificate pursuant to this Article II. No interest In the case of the Company Certificates representing Dissenting Shares, each Company Certificate representing Dissenting Shares shall be paid or will accrue on deemed at any cash payable time after the Effective Time for all purposes to holders represent only the right to receive the fair value of Certificates such Dissenting Shares pursuant to the provisions of this Article IIDGCL.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (an outstanding certificate or certificates which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate prior thereto represented CTPI Shares shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, certificate or certificates and such other documents as may reasonably be required acceptance thereof by the Paying Agent, be entitled to receive in exchange therefor the amount a certificate representing that number of cash whole shares of Surviving Corporation Common Stock or Surviving Corporation Series B Preferred Stock, as applicable, which the aggregate number of shares of Company Common Stock CTPI Shares previously represented by such Certificate certificate or certificates surrendered shall have been converted into the right to receive pursuant to Section 2.01(c), and 1.9 of this Agreement (with respect to the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Surviving Corporation Common Stock which is not registered as provided in Section 1.10(f) below). The Paying Agent shall accept such certificates upon compliance with such reasonable terms and conditions as the transfer records of the Company, payment of Paying Agent may impose to effect an orderly exchange thereof in accordance with its normal exchange practices. If the Merger Consideration may (or any portion thereof) is to be made delivered to a any person other than the person in whose name the Certificate certificate or certificates representing CTPI Shares surrendered in exchange therefor is registered, it shall be a condition to such exchange that the certificate or certificates so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of the Merger Consideration such consideration to a person other than the registered holder of such Certificate the certificate(s) surrendered, or shall establish to the reasonable satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of CTPI or its transfer agent of certificates representing CTPI Shares and if such certificates are presented to CTPI for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 2.02(b1.10(b), each Certificate certificate representing CTPI Shares (other than certificates representing treasury shares to be canceled in accordance with Section 1.9(c) and Dissenting Shares), shall be deemed at any time after the 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 II. No Consideration, without any interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIthereon, as contemplated by Section 1.9.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate Certificate, other than Parent, the Company and any Subsidiary of Parent or the Company, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper actual delivery of the Certificates to the Paying Agent and which shall be in customary a form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company Common Stock previously Shares theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.5, and the Certificate Certificates so surrendered shall forthwith be canceledcancelled. In No interest will be paid or will accrue on the event cash payable upon the surrender of a transfer of ownership of Company Common Stock which any Certificate. If payment is not registered in the transfer records of the Company, payment of the Merger Consideration may to be made to a person or entity other than the person or entity in whose name the Certificate so surrendered is registered if registered, it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person or entity requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any Shares owned by Parent or any Subsidiary of Parent) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration amount of cash, without interest, into which the holder thereof has Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. Notwithstanding the right foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to receive a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any portion of the Exchange Fund that remains unclaimed by the stockholders of the Company for six months after the Effective Time shall be repaid to the Surviving Corporation (including, without limitation, all interest and other income received by the Paying Agent in respect of all such Certificate pursuant to this Article IIfunds). No interest shall be paid Thereafter, persons or will accrue on any cash payable to holders of Certificates pursuant entities who prior to the provisions Merger held Shares shall look only to the Surviving Corporation (subject to the terms of this Article IIAgreement, abandoned property, escheat and other similar laws) as general creditors thereof with respect to any Merger Consideration that may be payable upon due surrender of the Certificates held by them, without interest.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares are converted pursuant to Section 2.01(c) into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittaltransmittal duly executed and completed in accordance with its terms, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount portion of cash the Merger Consideration which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any portion of the Merger Consideration to be received in the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment the portion of the Merger Consideration which is payable with respect to such shares of Company Common Stock may be made paid to a person other than the person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered if presented to the Exchange Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay by evidence that any applicable stock transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time for all corporate purposes of the Company to represent only the right to receive upon such surrender that portion of the Merger Consideration which the holder thereof has the right to receive payable in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates connection therewith pursuant to the provisions of this Article IIMerger.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates, or an electronic book entry position in lieu of a physical certificate or certificates, that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a “Certificate”) whose shares were converted into the right to receive Merger Consideration pursuant to Section 1.6, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Exchange Agent, only upon proper delivery of the Certificates to the Paying Agent Exchange Agent, and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration payable in respect of cash which the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)the provisions of this Article I, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)1.7, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 1.7. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.4, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled Parent shall cause the Paying Agent to receive in exchange therefor pay to the amount holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock a Certificate representing Shares which is are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.5, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest shall be paid or will accrue on any cash the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event within five business days thereafter, Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(i): (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Each holder of record Upon surrender of a Book-Entry Share or a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly completed and validly executed, and and/or such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the amount of cash which the number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted into the right holder is entitled to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment a check for the proper amount of cash comprising the Merger Consideration may shall be made issued to a person other than the person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and transfer. In such case, the person requesting such payment shall pay amount of any stock transfer or other taxes required by reason similar Taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of such issuance or transfer to such other person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of the Merger Consideration to a person other than the registered holder of such Certificate Taxes, or establish to the reasonable satisfaction of Parent that such tax has been paid or exemption therefrom, is not applicablesubmitted. Until surrendered as contemplated by this Section 2.02(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration which the holder thereof has the right payable to receive in respect holders of such Certificate Company Common Stock pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates (the “Certificates”) that, immediately prior to the Effective Time, represented outstanding Target Shares whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1(c) shall surrender such holder’s Certificate for cancellation to the Company (ior to such other agent or agents as may be appointed by Company) together with a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Company and which shall be in customary such form and have such other provisions as Parent Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal), duly executed, and such other documents as may reasonably be required by the Paying AgentCompany, the holder of such Certificate shall be entitled to receive in exchange therefor the amount holder’s pro rata portion of cash the Merger Consideration, including the Company Shares, into which the aggregate number of shares of Company Common Stock Target Shares previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c2.1(c), and the Certificate so surrendered shall forthwith be canceled. Thereafter, such holder shall be treated as a holder of Company Common Stock for purposes of voting or quorum for any meeting of the stockholders of Company. In the event of a transfer of ownership of Company Common Stock which Target Shares that is not registered in the transfer records of the CompanyTarget, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent Company that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration into which the holder thereof has the right to receive in respect of Target Shares theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.1(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time------------------- Time but in no event more than three business days thereafter, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates"), whose shares were converted pursuant to Section 2.1 hereto into the right to receive the Merger Consideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent and the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares Merger Consideration (subject to subsection (e), below) for each share of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)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 which the holder thereof has the right to receive in respect of such Certificate pursuant to cash as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent 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 whose shares were converted into the Merger Consideration pursuant to Section 2.1 of this Agreement, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a Parent certificate representing that number of whole shares of Company Parent Common Stock previously represented by issuable to such Certificate shall have been converted into 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 has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. Any other cash distributions made in accordance with Section 2.2(c) and 2.2(e) shall be paid by check or wire transfer. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other non-income taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)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 which that the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II, and, if applicable, certain dividends or other distributions in accordance with Section 2.2(c). No interest shall will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (by mail or made available for collection by hand if so elected by the surrendering shareholder) the amount of cash which payable in respect of the number of shares of Company Common Stock previously represented theretofore evidenced by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence 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 as contemplated by this Article IISection 2.2. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.4, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled Parent shall cause the Paying Agent to receive in exchange therefor pay to the amount holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock a Certificate representing Shares which is are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.5, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest shall be paid or will accrue on any cash the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled Parent shall cause the Paying Agent to receive in exchange therefor pay to the amount holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock a Certificate representing Shares which is are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes (as hereinafter defined) required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IIIII. No interest shall be paid or will accrue on any cash the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares which Shares were converted into the right to receive shares of Company Common Stock pursuant to Section 1.6 (a "Certificate" or "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Company Common Stock. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of such Certificate, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive in respect of the Certificate surrendered pursuant to Section 2.01(cthe provisions of this Article I (after taking into account all Shares then held by such holder), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares which is not registered in the transfer records of the CompanySeller, payment a certificate representing the proper number of shares of Company Common Stock may be issued to a transferee if the Merger Consideration Certificate representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as the Company may direct as indemnity against any claim that may be made against it or the Exchange Agent with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate a person other than certificate representing the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason number of the payment shares of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicableCompany Common Stock. Until surrendered as contemplated by this Section 2.02(b)1.8, 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 which the holder thereof has the right to receive certificate representing shares of Company Common Stock, dividends, cash in respect lieu of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders fractional shares of Certificates pursuant to the provisions of this Article IICompany Common Stock as contemplated by Section 1.8(e) and other distributions as contemplated by Section 1.8(c).

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent but in no event more than five (5) business days thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, 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 amount of cash, without interest, into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01. If any holder of shares of Company Common Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or will accrue on any the cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate whose shares were converted into the right to receive the applicable Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the applicable Merger ConsiderationConsideration with respect thereto. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a receipt evidencing that number of whole Parent ADSs (together with cash in lieu of any fractional Parent ADS in accordance with Section 2.03(e)), if any, and the amount of cash which cash, if any, that the aggregate number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive pursuant to receive, together with certain dividends or other distributions in accordance with Section 2.01(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment a receipt evidencing the proper number of the Merger Consideration Parent ADSs may be made issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration Parent ADSs to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b2.03(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II., certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any fractional Parent ADS in accordance with

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record whose shares of a Certificate Company Common Stock were converted into the right to receive the Merger Consideration, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of book-entry shares that immediately prior to the Effective Time represented shares of Company Common Stock (“Book-Entry Shares”), upon adherence to the procedures set forth in the letter of transmittal, and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Each holder of record of a Certificate one or more Certificates or Book-Entry Shares shall, upon surrender to the Paying Agent of such CertificateCertificates or Book-Entry Shares, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash to which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive holder is entitled pursuant to Section 2.01(c3.01(c), and the Certificate Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 3.02(b) may be made to a person other than the person in whose name the Certificate or Book-Entry Share so surrendered is registered if such Certificate or Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents required to evidence and effect such transfer) and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicableBook-Entry Share. Until surrendered as contemplated by this Section 2.02(b3.02(b), each Certificate and each Book-Entry Share (other than Certificates or Book-Entry Shares representing Dissenting Shares, Cancelled Shares and Remaining Shares) shall be deemed at any time after the 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 IIConsideration. No interest shall be paid or will accrue on any cash payable payment to holders of Certificates or Book-Entry Shares pursuant to the provisions of this Article IIIII.

Exchange Procedures. As soon as reasonably practicable (but not later than five (5) business days) after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyform) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock or Company Preferred Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock or Company Preferred Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to the holder of such Certificate shall receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously Shares theretofore represented by such Certificate shall have been converted into the right entitle such holder to receive pursuant to Section 2.01(c), the provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment issuance shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender in accordance with this Section 2.3 the Merger Consideration into which the holder thereof has the right to receive in respect of such Certificate Shares shall have been converted pursuant to this Article IISection 2.2. No interest shall be paid or will shall accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation or Parent shall cause the Paying Agent to mail or personally deliver to each holder of record (or his or her attorney-in-fact) of a Certificate or Certificates, whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.11(a), (i) a form of letter of transmittal (which shall (A) include an accompanying IRS Form W-9 (or substitute IRS Form W-9) and IRS Form W-8BEN, (B) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and which shall (C) be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record After the Effective Time and upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as reasonably may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash Merger Consideration to which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive holder is entitled pursuant to Section 2.01(c)hereto, and the Certificate so surrendered shall forthwith be canceledcanceled and the Merger Consideration shall be sent promptly to such holder. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records No interest will accrue or be paid with respect to any Merger Consideration to be delivered upon surrender of the Company, Certificates. If the payment of the Merger Consideration may is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and (y) the person Person requesting such payment shall pay any have paid all transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered, or required for any other reason relating to such Certificate holder or establish requesting Person, or shall have established to the reasonable satisfaction of Parent and MergerSub that such tax Tax either has been paid or is not applicablerequired to be paid. Until surrendered as contemplated by this Section 2.02(b)2.12, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration to which the holder thereof has the right to receive in respect of such Certificate is entitled pursuant to this Article II. No hereto, without interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIthereon.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, other than shares to be canceled in accordance with Section 2.8(b), (i) a form Letter of letter of transmittal Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyExchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter Letter of transmittalTransmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to receive in exchange therefor the amount Exchange Agent shall pay the holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration in respect of such Certificate, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment If any portion of the Merger Consideration may is to be made paid to a person Person other than the person in whose name registered holder of the shares represented by the Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificate or Certificates so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason as a result of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate shares or establish to the reasonable satisfaction of Parent the Exchange Agent that such tax has been paid or is not applicablepayable. Until surrendered as contemplated by this Section 2.02(b)2.9, each Certificate (other than Certificates representing Dissenting Shares (as defined below) or shares of Company Common Stock to be canceled pursuant to Section 2.8(b)) shall be deemed at any time after the 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 upon such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIsurrender.

Exchange Procedures. As soon as reasonably practicable Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Exchange Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifycontain customary provisions) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Uncertificated Shares in exchange for the Merger Consideration. Each holder of record of a Certificate one or more shares of Company Common Stock shall, upon surrender or transfer to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to receive in exchange therefor the amount of cash to which such holder is entitled pursuant to Section 2.09(c), and the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 2.10(b) may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b2.10(b), each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIConsideration. No interest shall be paid or will accrue on any cash payable payment to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record record, as of the Effective Time, of a Certificate certificate or certificates, which immediately prior to the Effective Time represented outstanding Shares (the "Certificates"), whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously Merger Consideration for each Share formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In No interest will be paid or accrued on the event of a transfer of ownership of Company Common Stock which is not registered in cash payable upon the transfer records surrender of the Company, Certificates. If payment of the Merger Consideration may is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such payment shall pay have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such the Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)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 which the holder thereof has the right to receive in respect of such Certificate pursuant to cash as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.2.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent shall NTL will cause the Paying Exchange Agent to mail to each registered holder of record a certificate or certificates other than Dissenting Shareholders, if any, which immediately prior to the Effective Time represented outstanding shares of a Certificate Partners Common Stock (the "Certificates") whose shares were cancelled in consideration of the receipt of the Amalgamation Consideration pursuant to Section 2.1, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent Partners and NTL may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Amalgamation Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange consideration therefor the amount of cash which the a certificate representing that number of whole shares of Company NTL Common Stock, NTL Class C Stock previously represented by or NTL Class D Stock (collectively, "NTL Capital Stock") which such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article II, certain dividends or other distributions in accordance with Section 2.01(c2.2(c) and cash in lieu of any fractional share of NTL Capital Stock in accordance with Section 2.2(e), and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer surrender of ownership a Certificate representing shares of Company Partners Common Stock which is are not registered in the transfer records of Partners under the Company, payment name of the Merger Consideration person surrendering such Certificate, a certificate representing the proper number of shares of NTL Capital Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of NTL Capital Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent NTL that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)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 Amalgamation Consideration which the holder thereof has the right to receive in respect of such Certificate 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 NTL Capital Stock in accordance with Section 2.2(e). No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, and in any event within five (5) Business Days thereafter, Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate shares of Company Common Stock whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(i): (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of surrendering the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for cash comprising the Merger Consideration. Each holder of record Upon surrender of a Book-Entry Share or a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly completed and validly executed, and and/or such other documents as may be reasonably be required by the Paying Exchange Agent, the holder of such Book-Entry Share or Certificate shall be entitled to receive in exchange therefor a check for the amount of cash which the number of shares of Company Common Stock previously represented by Merger Consideration that such Certificate shall have been converted into the right holder is entitled to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Book-Entry Share or Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which that is not registered in the transfer records of the Company, payment a check for the proper amount of cash comprising the Merger Consideration may shall be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered if registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and transfer. In such case, the person requesting such payment shall pay amount of any stock transfer or other taxes required by reason similar Taxes (whether imposed on the registered holder(s), or such other Person, or otherwise) payable on account of such issuance or transfer to such other Person shall be deducted from the amount otherwise payable pursuant to the immediately preceding sentence, unless evidence satisfactory to the Exchange Agent of the payment of the Merger Consideration to a person other than the registered holder of such Certificate Taxes, or establish to the reasonable satisfaction of Parent that such tax has been paid or exemption therefrom, is not applicablesubmitted. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Book-Entry Share and Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue for the benefit of holders of shares of Company Common Stock on the Merger Consideration which the holder thereof has the right payable to receive in respect holders of such Certificate Company Common Stock pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time (and in no event later than five (5) Business Days following the Effective Time), Parent shall cause the Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a Certificate Certificate, whose Common Shares were converted pursuant to Section 2.1(a) into the right to receive the Merger Consideration, (i) a form of letter of transmittal (in customary form, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) Agent, and (ii) instructions for use in effecting the surrender of the surrendering Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such a letter of transmittal, transmittal duly executed, completed and validly executed in accordance with the instructions thereto and such other documents as may reasonably be required requested by the Paying Agent, the holder of such Certificate shall be entitled to receive promptly in exchange therefor cash in an amount equal to the aggregate amount of cash the Merger Consideration into which the number of shares of Company Common Stock previously Shares formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.1, and the Certificate so surrendered shall forthwith immediately be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which Shares that is not registered in the stock transfer records books of the Company, payment of the proper Merger Consideration may be made paid to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if (A) such Certificate shall be is presented to the Paying Agent and properly endorsed or otherwise be in proper form for transfer and (B) the person Person requesting such payment shall pay either pays any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish establishes to the reasonable satisfaction of Parent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b2.6(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article II. No interest shall be paid or will shall accrue on the Merger Consideration payable upon surrender of any cash payable to holders of Certificates pursuant to the provisions of this Article IICertificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IISection 2.02.

Exchange Procedures. As soon as reasonably practicable (but in no event later than three (3) Business Days) after the Effective Time, Parent shall mail or shall cause the Paying Exchange Agent to mail to each record holder of record shares of a Certificate Company Common Stock at the Effective Time, in each case whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.08(b)(ii), (i) a form of letter of transmittal (which shall include an accompanying IRS Form W-9 or the applicable IRS Form W-8, shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates held by such Person shall pass, pass only upon proper delivery of the Certificates to the Paying Agent Exchange Agent, and which shall be in customary a form and have such other provisions (including customary provisions regarding delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender or a book-entry share for cancelation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount a number of cash which CVRs equal to the number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)or book-entry shares, and the Certificate so surrendered or book-entry shares shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the stock transfer records books of the Company, payment issuance of the Merger Consideration in exchange therefor may be made to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer, and the person Person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will shall accrue on any the cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Parent shall cause the Exchange and Paying Agent to mail to each holder of record of a Certificate Company Stock that was issued and outstanding as of immediately prior to the Effective Time (i) a form Letter of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) Transmittal and (ii) instructions for use in effecting the surrender of the Certificates such Certificate in exchange for the Merger Considerationapplicable Aggregate Consideration that is or may become payable with respect thereto pursuant to the terms of this Agreement. Each holder of record Upon (A) proper surrender of a Certificate shall, upon surrender for cancellation to the Exchange and Paying Agent and (B) delivery of a duly completed and executed Letter of Transmittal, the holder of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Parent Common Stock previously represented by as determined in accordance with Section 2.1 and reflected on the Allocation Schedule attached to the Payment Certificate. If payment in respect of any Certificate is to be made to a Person other than the Person in whose name such Certificate is registered, it shall have been converted into the right to receive pursuant to Section 2.01(c), and be a condition of payment that the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall transferable and be properly endorsed or shall otherwise be in proper form for transfer transfer, that the signatures on such Certificate or any related stock power shall be properly guaranteed and that the person Person requesting such payment shall pay have established to the satisfaction of the Parent and the Exchange and Paying Agent that any transfer or and other taxes Taxes required by reason of the such payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger applicable Aggregate Consideration which the holder thereof has the right to receive that becomes payable in respect of such Certificate pursuant to this Article IIAgreement. No interest shall be paid or will accrue on any cash payable to holders Holders of Certificates pursuant shall not be entitled to receive any portion of the provisions of this Article IIAggregate Consideration to which they would otherwise be entitled until such Certificates are properly surrendered.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "CERTIFICATES") whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1 (i) a form of letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions not inconsistent with this Agreement as Parent may reasonably specify, with the consent of the Company, which consent shall not be unreasonably withheld) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Cash Consideration and issuance of the Stock Consideration, if any. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executedexe- cuted, and such other documents as may reasonably be required by the Paying Agent, be entitled Parent shall cause the Paying Agent to receive in exchange therefor promptly pay to the amount holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Cash Consideration and issue the Stock Consideration, if any, and the Certificate so surrendered shall forthwith thereupon be canceledcancelled. In the event of a transfer surrender of ownership of Company Common Stock a Certificate representing Shares which is are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes (as hereinafter defined) required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such tax has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b)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 Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest shall be paid or will accrue on any cash the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent Purchaser shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the "Certificates") whose Shares were converted into the right to receive the Merger Consideration pursuant to the terms of the Certificate of Merger, (i) a form of letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions not inconsistent with this Agreement as Parent Purchaser may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled Purchaser shall cause the Paying Agent to receive in exchange therefor pay to the amount holder of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership of Company Common Stock a Certificate representing Shares which is are not registered in the transfer records of the CompanyCompany under the name of the person surrendering such Certificate, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Paying Agent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article IISection 3. No interest shall be paid or will accrue on any cash the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article IISection 3.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent but in no event later than five business days thereafter, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, 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 amount of cash, without interest, into which the holder thereof has the right to receive in respect shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.01. If any holder of shares of Company Common Stock shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. No interest shall be paid or will accrue on any the cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Capital Stock (the "Certificates") whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Common Stock. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Capital Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive certificate representing shares of Parent Common Stock and cash in respect lieu of such Certificate pursuant to any fractional shares of Parent Common Stock as contemplated by this Article IISection 2.02. No interest shall will be paid or will accrue on any cash payable to holders in lieu of Certificates pursuant to the provisions any fractional shares of this Article IIParent Common Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Stock, other than shares to be canceled or retired in accordance with Section 2.01(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing shares of Parent Stock. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Common Parent Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration shares of Parent Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, each Certificate shall be deemed at any time after the Effective Time of the Merger to represent only the right to receive upon such surrender the Merger Consideration which certificate representing the holder thereof has appropriate number of whole shares of Parent Stock, cash in lieu of any fractional shares of Parent Stock and any dividends to the right to receive extent provided in respect of such Certificate pursuant to Section 2.02(c) as contemplated by this Article IISection 2.02. No interest shall will be paid or will accrue on any cash payable to holders in lieu of Certificates pursuant to the provisions any fractional shares of this Article IIParent Stock.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to shall mail to each holder of record of a Certificate certificate or certificates (the "CERTIFICATES") that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.01, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, 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 which as contemplated by this Section 2.02. (c) NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK. The Merger Consideration paid in accordance with the holder thereof has the right to receive in respect terms of such Certificate pursuant to this Article II. No interest II upon conversion of any shares of Company Common Stock shall be paid or will accrue on any cash payable deemed to holders have been issued in full satisfaction of Certificates pursuant all rights pertaining to such shares of Company Common Stock, SUBJECT, HOWEVER, to the provisions Surviving Corporation's obligation to pay any dividends or make any other distributions with a record date prior to the Effective Time that may have been declared or made by the Company on such shares of Company Common Stock in accordance with the terms of this Agreement or prior to the date of this Agreement and which remain unpaid at the Effective Time, and after the Effective Time there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, any certificates formerly representing shares of Company Common Stock are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be canceled and exchanged as provided in this Article II.

Exchange Procedures. (a) Not less than one (1) business day prior to the Closing Date, Buyer shall deposit, or shall cause to be deposited, with a bank, trust company, transfer agent and registrar or other similar entity selected by Buyer and reasonably satisfactory to Seller (the “Paying Agent”), for the benefit of the holders of Certificates, an aggregate amount of cash sufficient to pay the aggregate Merger Consideration payable under Section 2.1(a) (such cash being hereinafter referred to from and after the Effective Time as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make all such payments, Buyer shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency in the amount of funds required to make such payments. No shareholder of Seller will have any right or interest in the Exchange Fund unless and until the Effective Time occurs and the shareholder satisfies the requirements of this Section 2.2. (b) As soon promptly as reasonably practicable after following the Effective Time, Parent shall cause but in no event later than five (5) business days thereafter, and provided that Seller has delivered, or caused to be delivered, to the Paying Agent all information which is necessary for the Paying Agent to perform its obligations as specified herein, the Paying Agent shall mail to each holder of record of a Certificate (i) or Certificates, a form of letter of transmittal (and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration into which the shares represented by such Certificate or Certificates shall have been converted pursuant to Section 2.1(a) of this Agreement. The letter of transmittal shall be prepared by Buyer, which shall be subject to the reasonable approval of Seller, prior to the Effective Time and which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the Agent. Upon proper surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender or Certificates for exchange and cancellation to the Paying Agent of such CertificateAgent, together with such properly completed letter of transmittal, duly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate or Certificates shall be entitled to receive in exchange therefor the therefor, as applicable, a check representing that amount of cash to which the number such former holder of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive become entitled pursuant to Section 2.01(c)this Agreement in respect of the Certificate or Certificates surrendered pursuant to this Agreement, and the Certificate or Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.02(b2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender surrender, the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIConsideration. No interest shall be paid or will accrue accrued on any cash payable constituting the Merger Consideration. (c) The stock transfer books of Seller 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 Seller of any shares of Seller Common Stock. If, after the Effective Time, Certificates are presented to holders of Certificates Buyer, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the provisions procedures set forth in this Section 2.2. (d) The Paying Agent or Buyer, as the case may be, shall not be obligated to deliver cash to which a holder of Shares would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the Shares for exchange as provided in this Section 2.2, or an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be required in each case by the Paying Agent or Buyer. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of Seller for twelve (12) months after the Effective Time (as well as any interest or proceeds from any investment thereof) shall be delivered by the Paying Agent to Buyer. Any shareholder of Seller who has not theretofore complied with this Section 2.2 shall thereafter look only to Buyer for the Merger Consideration deliverable in respect of each Certificate or Certificates representing the shares such shareholder holds as determined pursuant to this Agreement, in each case without any interest being paid or accrued on any cash constituting the Merger Consideration. If any outstanding Certificate or Certificates for one or more shares is not surrendered or the payment of the Merger Consideration attributable to such Seller Common Stock is not claimed prior to the date on which such cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed Merger Consideration shall, to the extent permitted by abandoned property, escheat 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 Paying Agent nor any party to this Agreement shall be liable to any holder of Shares represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Paying Agent shall be entitled to rely upon the share transfer books of Seller to establish the identity of those Persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of any Shares represented by any Certificate, Buyer and the Paying Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Paying Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of Shares such amount as Buyer is required to deduct and withhold under applicable law. Any amount so deducted and withheld shall be treated for all purposes of this Article IIAgreement as having been paid to the holder of Shares in respect of which such deduction and withholding was made by Buyer. (g) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as the Paying Agent may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate certificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the and/or a certificate representing that number of whole shares of Company Parent Common Stock previously represented by (together with cash in lieu of fractional shares) that such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(cthe provisions of this Article II (as applicable), and the Certificate so surrendered shall forthwith be canceled. Until such time as a certificate representing Parent Common Stock is issued to or at the direction of the holder of a surrendered Certificate, such Parent Common Stock shall be deemed not outstanding and shall not be entitled to vote on any matter. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment the amount of cash and/or a certificate representing the Merger Consideration appropriate number of shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment receipt of the Merger Consideration amount of cash and/or issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 2.02. No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate Shares (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Uncertificated Shares shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent and which shall otherwise be in customary form reasonably satisfactory to the Company and have such other provisions as Parent may reasonably specifyParent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Each holder of record of a Certificate Shares shall, (x) upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, or (y) upon receipt of an "agent's message" by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor the amount of cash which that the number of shares of Company Common Stock Shares previously represented by such Certificate or the Uncertificated Shares, as applicable, shall have been converted into the right to receive pursuant to Section 2.01(c3.01(c), and the any Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock Shares which is are not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person Person other than the person Person in whose name the Certificate so surrendered or the Uncertificated Shares so transferred is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate or Uncertificated Shares or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Payment of the Merger Consideration with respect to Uncertificated Shares shall only be made to the Person in whose name such Uncertificated Shares are registered. Until surrendered or transferred as contemplated by this Section 2.02(b3.02(b), each Certificate and each Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which that the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Article IIIII. 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 Article IIIII.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail provide to (i) each holder of record of a Certificate (iA) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specifyAgent) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration and (ii) each holder of Uncertificated Shares (A) materials advising such holder of the effectiveness of the Merger Considerationand the conversion of its Uncertificated Shares into the right to receive Merger Consideration and (B) a cash payment in an amount equal to the aggregate amount of Merger Consideration to which such holder is entitled pursuant to Section 2.01 with respect to such Uncertificated Shares. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the Paying Agent, be entitled Parent shall cause the Paying Agent to receive provide to the holder of such Certificate, in exchange therefor therefor, a cash payment in an amount equal to the aggregate amount of cash Merger Consideration to which such holder is entitled pursuant to Section 2.01 with respect to the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.02, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article IIas contemplated by Section 2.01. No interest shall be paid or will accrue on any cash payable upon surrender of any Certificate. For the avoidance of doubt, a holder of Uncertificated Shares shall not be required to holders deliver a Certificate or letter of Certificates transmittal to the Paying Agent to receive the Merger Consideration with respect to such Uncertificated Shares; provided that in lieu thereof, each registered holder of one or more Uncertificated Shares shall, upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Paying Agent may reasonably require), be deemed to have surrendered such Uncertificated Shares in exchange for Merger Consideration and Parent shall cause the Paying Agent to provide to such holder of Uncertificated Shares, in exchange therefor, a cash payment in an amount equal to the aggregate amount of Merger Consideration to which such holder is entitled pursuant to the provisions of this Article IISection 2.01 with respect to such Uncertificated Shares.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates, or an electronic book entry position in lieu of a physical certificate or certificates, that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (a “Certificate”) whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.7, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, effected and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates to the Paying Agent Exchange Agent, and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration payable in respect of cash which the number of shares of Company Common Stock previously theretofore represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)the provisions of this ARTICLE II, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of Company Common Stock which that is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, but only if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.8, 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 which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article IISection 2.8. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.8

Exchange Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate (or evidence of shares in book-entry form), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent Agent, and which shall be in customary such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the number of shares Merger Consideration (less any applicable excise and withholding Taxes in accordance with Section 2.2(g) hereof), without interest, for each share of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, If payment of the Merger Consideration may is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the person Person requesting such payment shall pay have paid any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate surrendered or establish shall have established to the reasonable satisfaction of Parent the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)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 which the holder thereof has the right to receive in respect of such Certificate pursuant to as contemplated by this Article ARTICLE II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II, without interest.

Exchange Procedures. As soon as reasonably practicable after the Effective TimeTime of the Merger, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock, other than shares to be canceled or retired in accordance with Section 2.1(b), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationcertificates representing Parent Ordinary Shares. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash which the a certificate representing that number of shares of Company Common Stock previously represented by whole Parent Ordinary Shares which such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment a certificate representing the proper number of the Merger Consideration Parent Ordinary Shares may be made issued to a person Person other than the person Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person Person requesting such payment shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration Parent Ordinary Shares to a person Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)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 which certificate representing the holder thereof has appropriate number of whole Parent Ordinary Shares, and cash in lieu of any fractional Parent Ordinary Shares to the right to receive extent provided in respect of such Certificate pursuant to Section 2.2(c) as contemplated by this Article IISection 2.2. No interest shall will be paid or will accrue on any cash payable to holders in lieu of Certificates pursuant to the provisions of this Article IIany fractional Parent Ordinary Shares.

Exchange Procedures. 2.3.1 Immediately prior to the Effective Time, Parent will deposit or cause to be deposited with Continental Stock Transfer & Trust Co., or another paying agent mutually acceptable to Parent and the Company (the "Paying Agent"), in trust for the holders of record of Common Stock immediately prior to the Effective Time (the "Company Shareholders") cash in an aggregate amount equal to the Merger Consideration (such deposit with the Paying Agent pursuant to this paragraph is referred to as the "Payment Fund"). The Payment Fund shall not be used for any purpose except as provided in this Agreement. 2.3.2 As soon as reasonably practicable after the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Shareholder a Certificate (i) a form of letter of transmittal and instructions for use (which the "Letter of Transmittal") in effecting the surrender of certificates representing Common Stock outstanding immediately prior to the Effective Time ("Certificates") in appropriate and customary form. The Letter of Transmittal shall specify be in customary form, include provisions stating that delivery shall be effected, and risk of loss and title to the such Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) Agent, provide instructions for use in effecting the surrender of the such Certificates in exchange for the Merger ConsiderationConsideration and provide such other provisions as Purchaser may reasonably specify (including those provisions described in this Section 2.3). Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such CertificateAgent, together with such letter Letter of transmittalTransmittal, duly and properly executed, and the holder of such other documents as may reasonably be required by the Paying Agent, Certificate shall be entitled to receive in exchange therefor therefore the amount portion of cash which the number of shares of Company Common Stock previously Merger Consideration represented by such the Certificate shall have been converted into the right to receive pursuant to Section 2.01(c)2.1.1 of this Agreement. If the Merger Consideration (or any portion thereof) is to be delivered to any person othe than the person in whose name the Certificate representing Common Stock surrendered in exchange therefor is registered on the record books of the Company, and it shall be a condition to such exchange that the Certificate so surrendered shall forthwith be canceledproperly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. Until surrendered as contemplated by this Section 2.3, each Certificate shall, at and after the Effective Time, be deemed to represent only the right to receive, upon surrender of such Certificate, the Merger Consideration with respect to the shares of Common Stock represented thereby. 2.3.3 At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged as provided in this Section 2.3. In the event of a transfer of ownership of Company shares of Common Stock which is not registered in the transfer records of the Company, payment may be made with respect to such Common Stock to such a transferee only if the Certificate representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and evidence that any applicable stock transfer taxes have been paid. 2.3.4 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 the Surviving Corporation, upon the posting by such person of a bond in such amount as the Surviving Corporation may reasonably direct as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in respect of such lost,stolen or destroyed Certificate, the Merger Consideration may be made with respect to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason shares of Common Stock represented thereby. 2.3.5 Any portion of the payment of Payment Fund which remains unclaimed by the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time Company Shareholders for nine (9) months after the Effective Time shall be delivered to represent the Surviving Corporation upon demand of the Surviving Corporation, and the holders of Common Stock shall thereafter look only to the right to receive upon such surrender Surviving Corporation for payment of their claim for the Merger Consideration which the holder thereof has the right to receive in respect of their Common Stock. Neither Parent, Purchaser nor the Surviving Corporation shall be liable to any holder of Common Stock for any such Certificate Merger Consideration delivered to a public official pursuant to this Article II. No interest shall be paid any applicable abandoned property, escheat or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIsimilar law.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted pursuant to Section 2.1(a) into the right to receive the Per-Share Cash Amount (the "CERTIFICATES"): (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) specify that are not inconsistent with the terms of this Agreement); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationPer-Share Cash Amount. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by pursuant to such instructions, the Paying Agent, holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the number of shares of Company Common Stock previously formerly represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c2.1(a) (less applicable withholding taxes), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the CompanyCompany as of the Effective Time, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)so surrendered, each outstanding Certificate shall that, prior to the Effective Time, represented shares of Company Common Stock will be deemed at any time deemed, from and after the Effective Time Time, for all corporate purposes, to represent only the right to receive the Per-Share Cash Amount (less applicable withholding taxes) upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIsurrender.

Exchange Procedures. As soon as reasonably practicable (and in any event no later than ten days) after the Effective Time, Parent the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time evidenced issued and outstanding shares of Target Stock (including persons who purchase Target Common Stock prior to the Effective Time upon the exercise of Target Options), which shall be converted into the right to receive the Merger Consideration pursuant to Section 2.1 (collectively, the "CERTIFICATES"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates Certificates, to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancellation to the Paying Exchange Agent of or to such Certificateother agent or agents as may be appointed by Parent, together with such a duly executed letter of transmittal, duly executed, transmittal and such other documents as may reasonably be required by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash from the Exchange Fund, which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into holder has the right to receive pursuant to Section 2.01(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company shares of Target Common Stock which is not registered in the transfer records of the CompanyTarget, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent evidence 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 II. No interest shall will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As (a) At or as soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effectedmake available, and risk of loss and title the Stockholder will be entitled to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shallreceive, upon surrender to the Paying Agent Parent of such Certificateone or more certificates ("Company Certificates") representing shares of Company Common Stock for cancellation duly endorsed, together with such letter of transmittal, duly executed, and such other documents as may be reasonably be required by the Paying AgentParent, be entitled to receive in exchange therefor the amount of cash which and certificates ("Parent Certificates") representing the number of shares of Company Parent Common Stock previously represented by ("Parent Common Shares") that such Certificate shall have been converted into the right Stockholder is entitled to receive pursuant to Section 2.01(c)1.1(g) hereof; provided, and however, that the Certificate so surrendered Escrow Amount (as defined in Section 1.4 hereof) shall forthwith be canceledheld in escrow in accordance with Section 1.4 of this Agreement. In The Merger Consideration that the event of a transfer of ownership of Company Common Stock which is not registered in Stockholder shall be entitled to receive pursuant to the transfer records of Merger shall be deemed to have been issued at the Company, payment of Effective Time. No interest shall accrue on the Merger Consideration. If the Merger Consideration may (or any portion thereof) is to be made delivered to a person any Person other than the person in whose name the Certificate so surrendered is registered if such Certificate Stockholder, it shall be properly endorsed or otherwise be in proper form for transfer and a condition to such exchange that the person requesting such payment Stockholder shall pay to Parent any transfer or other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of such Certificate Stockholder, or shall establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered In the event that any Company Certificate shall have been lost, stolen or destroyed, Parent shall pay, upon the making of an affidavit of that fact by the holder thereof in form and substance reasonably acceptable to Parent, the proper Merger Consideration as contemplated by may be required pursuant to this Section 2.02(b)1.2; provided, each Certificate however, that Parent may, in its discretion, require the delivery of a suitable bond and/or indemnity. (b) After the Effective Time, there shall be deemed at no transfers of any time Company Shares on the stock transfer books of the Surviving Corporation. If, after the Effective Time Time, Company Certificates are presented 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 II. No interest Parent, they shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article IIcanceled and exchanged in accordance with Sections 1.1(g) and 1.2 hereof.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates (the “Certificates”) that, immediately prior to the Effective Time, represented outstanding ecoTECH Shares whose shares were converted into the right to receive SSKY Shares pursuant to Section 2.1(c) shall surrender such holder’s Certificate for cancellation to ecoTECH and/or the Exchange Agent (ior to such other agent or agents as may be appointed by SSKY) together with a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent SSKY and which shall be in customary such form and have such other provisions as Parent SSKY may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal), duly executed, and such other documents as may reasonably be required by SSKY or the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor therefore the amount of cash which the holder’s that number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive SSKY Shares pursuant to Section 2.01(c)the Exchange Ratio, and the Certificate so surrendered shall forthwith be canceled. Thereafter, such holder shall be treated as a holder of SSKY Shares for purposes of voting or quorum for any meeting of the stockholders of SSKY. In the event of a transfer of ownership of Company Common Stock which ecoTECH Shares that is not registered in the transfer records of the CompanyecoTECH, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent SSKY that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b)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 SSKY Shares into which the holder thereof has the right to receive in respect of ecoTECH Shares theretofore represented by such Certificate have been converted pursuant to this Article IISection 2.1(c). No interest shall be paid or will accrue on any cash payable to holders upon surrender of Certificates pursuant to the provisions of this Article IIany Certificate.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in customary such form and have such other provisions as Parent may specify and shall be reasonably specifyacceptable to the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Each holder of record of a Certificate shall, upon surrender to the Paying Agent of such Certificate, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent, be entitled to receive in exchange therefor the amount of cash which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted into the right to receive pursuant to Section 2.01(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration may be made to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any fiduciary or surety bonds or any transfer or other similar taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article II. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause the Paying Agent to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Target Common Stock (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01, (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent and which shall be in customary such form and have such other provisions as Parent and Target may reasonably specify) and (ii) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Consideration. Each holder of record Upon surrender of a Certificate shall, upon surrender for cancelation to the Paying Agent of such CertificateExchange Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Exchange Agent, be entitled to the holder of such Certificate shall receive in exchange therefor the amount of cash which the a certificate representing that number of whole shares of Company Parent Common Stock previously represented by which such Certificate shall have been converted into holder has the right to receive pursuant to the provisions of this Article II and certain dividends or other distributions in accordance with Section 2.01(c2.02(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Target Common Stock which is not registered in the transfer records of Target, a certificate representing the Company, payment proper number of the Merger Consideration shares of Parent Common Stock may be made issued to a person other than the person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment issuance shall pay any transfer or other taxes required by reason of the payment issuance of the Merger Consideration shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the reasonable satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration which the holder thereof has the right to receive be issued in respect consideration therefor upon 13 7 surrender of such Certificate pursuant to certificate in accordance with this Article IISection 2.02. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.