Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Upon surrender to the Paying Agent of a certificate representing Common Shares for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to each holder of record of a Certificate or Certificates that immediately prior to the Paying Agent Effective Time represented outstanding shares of a certificate representing Company Common Shares for cancellationStock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01(c), together with (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that therefor, as promptly as practicable, the amount of cash and the number of whole shares of PennCorp Parent Common Stock which such holder has that the right to receive in respect aggregate number of shares of Company Common Shares Stock previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled shall have been converted pursuant to Section 1.11.62.01(c) into the right to receive, and (iv) any dividends or other distributions the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate 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 exchange payment shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of such consideration to a person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.02, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any interest thereoncash payable upon surrender of any Certificate.

Exchange Procedures. Upon As soon as reasonably practicable after the Effective Time, Parent shall cause the 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 Exchange Agent and which shall be in customary form and contain 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 one or more Certificates shall, upon surrender to the Paying Exchange Agent of a certificate representing Common Shares for cancellationsuch Certificate or Certificates, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number the amount of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.62.09(c), and (iv) any dividends or other distributions to the Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which such holder is entitled pursuant to Section 1.11.4 (not registered in the shares transfer records of PennCorp Common Stockthe Company, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as payment of the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof Consideration in accordance with normal exchange practices. If the Merger Consideration (or any portion thereofthis Section 2.10(b) is may be made to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of such consideration the Merger Consideration to a person other than the registered holder of the such Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent Parent that such tax has Taxes have been paid or is are not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.10(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without . No interest shall be paid or will accrue on any interest thereonpayment to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate or Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Certificate shall pass, only upon delivery of such Certificates to the Paying Agent and shall be in such form and have such other provisions as the Surviving Corporation and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of such a certificate representing Common Shares Certificate for cancellationcancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock the cash which such holder has the right to receive in respect pursuant to this Article III, and the Certificate so surrendered shall forthwith be canceled. In the event of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu a transfer of fractional shares ownership of PennCorp Company Common Stock that is not registered in the transfer records of the Company, cash may be paid to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration cash to a person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.23.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Article III. No interest will be paid or will accrue on any interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article III. The Surviving Corporation shall pay the charge and expenses of the Paying Agent.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail (or, in the Paying case of any holder that appears at the applicable office of the Exchange Agent and so requests, to provide) to each holder of a certificate representing Common Shares for cancellation, together with Certificate (a) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and have such other provisions as the Parent may reasonably specify and (b) instructions for effecting the surrender of such Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate to the Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check (ior, in the case of any holder that so requests, provides wire transfer instructions and offers to pay any reasonable cost of a wire transfer of immediately available funds) certificates evidencing that in the aggregate amount equal to the Merger Consideration multiplied by the number of whole shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously formerly represented by such Certificate less any required withholding of Taxes as provided in accordance with Section 1.9.1, (ii) 3.8. No interest will be paid or will accrue on any cash payable pursuant to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu the preceding sentence. In the event of fractional shares a transfer of PennCorp ownership of Company Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (not registered in the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books transfer records of the Company, it shall a check in the proper amount of cash for the appropriate Merger Consideration may be a condition paid with respect to such exchange that Company Common Stock to such a transferee if the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting formerly representing such exchange shall pay to the Paying Agent any transfer or other taxes required by reason shares 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate Stock is presented to the Company Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not payable. The Exchange Fund shall not be used for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (any purpose other than a Certificate representing Common Shares to be cancelled as set forth in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereonthis Article III.

Exchange Procedures. Upon surrender Promptly after the Effective Time, Parent shall cause the Payment Agent to mail to each holder of record as of the Paying Agent Effective Time of a certificate representing or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Shares for cancellation, together with Stock which were converted into the right to receive the Merger Consideration (i) a letter of transmittal (which shall be in such form and have such provisions as Parent shall reasonably specify) and (ii) instructions for effecting the exchange of the Certificates for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Payment Agent or to such other customary documents agent or agents as may be required appointed by the instruction to the Parent, together with such letter of transmittal (collectively, duly completed and validly executed in accordance with the "Certificate") and acceptance thereof by the Paying Agentinstructions thereto, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate Merger Consideration in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.62.5, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall forthwith be cancelled. Until so surrendered, each outstanding Certificate will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the Merger Consideration. No interest shall be paid or accrued on any cash payable upon the surrender of any Certificates. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration may be paid to the transferee only if (i) the Certificates representing such shares of Company Common Stock surrendered to the Payment Agent in accordance with the terms hereof is properly endorsed for transfer or is accompanied by appropriate and properly endorsed stock powers and it is otherwise be in proper form for transfer and that to effect such transfer, (ii) the person requesting such exchange shall pay transfer pays to the Paying Payment Agent any transfer or other taxes required Taxes payable by reason of the payment of such consideration to a person other than the registered holder of the Certificate surrendered, transfer or shall establish establishes to the satisfaction of the Paying Payment Agent that such tax has Taxes have been paid or is are not applicable. After the Effective Timerequired to be paid, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any (iii) such Certificate is presented person establishes to the Company for transfer, it shall be cancelled against delivery satisfaction of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at Parent that such transfer would not violate any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereonapplicable federal or state securities Laws.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing Common Shares for cancellation, together with Certificate (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") Exchange Agent and acceptance thereof by the Paying AgentPublic Company, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate or book entry account representing that number of whole shares of PennCorp Public Company Common Stock which such holder has the right to receive in respect pursuant to the provisions of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) this Article II plus cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, 2.2(c) and (iv) any dividends or other distributions to which such holder is entitled then payable pursuant to Section 1.11.4 (2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Common Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of PennCorp Public Company Common Stock, dividends, distributions and Stock plus cash described in clauses (i), (ii), (iiilieu of fractional shares pursuant to Section 2.2(c) and (ivany dividends or distributions pursuant to Section 2.2(d) are referred may be issued or paid to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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 surrenderedis registered, or shall establish to the satisfaction of 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 the Company or its transfer agent of any Certificate representing Common Shares and only if any such Certificate is presented to the Company for transferExchange Agent, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedaccompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.11.22.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender shares of Public Company Common Stock pursuant to the Merger Consideration, without provisions of this Article II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any interest thereondividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of an outstanding share of Common Stock immediately prior to the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates formerly representing shares of Common Stock immediately prior to the Effective Time (the “Certificates”) shall pass, only upon proper delivery of such Certificates (or affidavits of loss in lieu thereof, together with any bond as contemplated by Section 2.7(h)) to the Paying Agent and which shall be in the form and have such other provisions as the Surviving Corporation or Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the payment of the Merger Consideration to be made to the holder thereof pursuant to Section 2.6. Upon surrender of a certificate representing Common Shares Certificate for cancellationcancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the instruction pursuant to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agentsuch instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor (i) certificates evidencing that number the Merger Consideration for each share of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously formerly represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which and such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificate Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal customary exchange practices. If No interest shall be paid or accrued for the Merger Consideration (benefit of holders of the shares of Common Stock or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of consideration payable upon the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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 surrender of the Certificate surrendered, or shall establish to the satisfaction formerly representing such shares of 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereonStock.

Exchange Procedures. Upon surrender Promptly after the Effective Time, the Surviving Corporation shall cause to the Paying Agent be mailed to each holder of record of a certificate representing or certificates (the "Certificates") that immediately prior to the Effective Time represented outstanding shares of Company Common Shares for cancellationStock to be exchanged pursuant to Section 1.6, together with a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required by the instruction pursuant to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agentsuch instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that a certificate representing the number of whole shares of PennCorp Parent Common Stock and payment in lieu of fractional shares which such holder has the right to receive in respect pursuant to Sections 1.6 and 1.9, after giving effect to any required Tax (as defined herein) withholdings, and the Certificate so surrendered shall forthwith be canceled. At any time following the first anniversary of the Effective Time, all or any number of shares of Parent Common Shares previously represented by such Certificate in accordance with Section 1.9.1, Stock (ii) and any or all cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash payable in lieu of fractional shares of PennCorp Parent Common Stock Stock) deposited with or made available to which such holder is entitled the Exchange Agent pursuant to Section 1.11.61.10(b), which remain undistributed to the holders of the Certificates representing shares of Company Common Stock, shall be delivered to Parent upon demand, and thereafter such holders of unexchanged shares of Company Common Stock shall be entitled to look only to Parent (iv) any dividends subject to abandoned property, escheat or other distributions similar Laws) only as general creditors thereof with respect to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Parent Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate Stock for payment upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books due surrender of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereontheir Certificates.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing Common Shares for cancellationCertificate or Certificates, together with (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon delivery of such Certificates to the Exchange Agent and shall be in such form and have such other provisions as Crane and the Company may reasonably specify) and (ii) instructions for use in effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of such a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Crane, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock cash which such holder has the right to receive in respect pursuant to this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu a transfer of fractional shares ownership of PennCorp Company Common Stock that is not registered in the transfer records of the Company, cash may be paid to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate 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 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to the other provisions of this Article II. No interest thereonwill be paid or will accrue on cash payable to holders of Certificates pursuant to the provisions of this Article II. Crane shall pay the charges and expenses of the Exchange Agent.

Exchange Procedures. Upon As soon as reasonably practicable after the Effective Time, the Exchange Agent shall distribute to each former holder of shares of Company Common Stock, upon surrender to the Paying Exchange Agent for cancelation of a certificate representing Common Shares for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectivelyone or more Certificates, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered paid to any person a Person other than the person Person in whose name the surrendered Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyor Certificates are registered, it shall be a condition to such exchange of payment of the Merger Consideration that the surrendered Certificate so surrendered or Certificates shall be properly endorsed endorsed, with signatures guaranteed, or otherwise be in proper form for transfer and that the person Person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of such consideration the Merger Consideration to a person Person other than the registered holder of the surrendered Certificate surrendered, or Certificates or such Person shall establish to the satisfaction of the Paying Agent Parent that such tax Tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.24.2(c), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger ConsiderationConsideration for each share of Company Common Stock evidenced by such Certificate. In no event shall the holder of any such surrendered Certificate be entitled to receive interest on any cash to be received in the Merger. Neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of Company Common Stock for any amount paid to a public official or Governmental Authority pursuant to any applicable abandoned property, without escheat, or similar Law. If any Certificate has not been surrendered prior to the date which is five years after the Effective Time (or immediately prior to such earlier date on which Merger Consideration in respect of such Certificate would otherwise escheat to or become the property of any Governmental Authority), any such cash in respect of such Certificate shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest thereonof any Person previously entitled thereto.

Exchange Procedures. Upon surrender (a) Prior to the Paying Agent REIT Merger Effective Time, for the benefit of the holders of Certificates and LP Units, Parent shall deliver to a certificate bank or trust company designated by Parent and reasonably satisfactory to the Company (the “Exchange Agent”) (i) certificates representing Parent Common Shares for cancellation, together with a letter sufficient to deliver the aggregate Share Consideration and (ii) an amount in cash sufficient to pay the aggregate Parent Cash Consideration (including the estimated amount of transmittal cash to be paid in lieu of fractional Parent Common Shares) and such other customary documents as may be required by the instruction to the letter of transmittal aggregate Operating Partnership Cash Consideration (collectively, such cash being referred to as the "Certificate"“Payment Fund”). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the Parent Common Shares held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares for the account of the Persons entitled thereto. The Payment Fund shall be invested (if at all) and by the Exchange Agent, as directed by Parent, provided, however, that such investments shall only be in obligations of or guaranteed by the United States. (b) Each holder of an outstanding Certificate or Certificates who has surrendered such Certificate or Certificates to the Exchange Agent will, upon acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates evidencing that representing the number of whole shares Parent Common Shares into which the aggregate number of PennCorp Common Stock which such holder has the right to receive in respect of Company Common Shares previously represented by such Certificate in accordance with or Certificates surrendered shall have been converted pursuant to Section 1.9.13.01(c)(i), plus (ii) the amount of cash into which the aggregate number of Company Common Shares previously represented by such Certificate or Certificates surrendered shall have been converted into pursuant to which such holder is entitled to receive in accordance with Section 1.9.13.01(c)(ii), plus (iii) an amount of cash to be paid in lieu of fractional shares of PennCorp Parent Common Stock to which such holder is entitled Shares pursuant to Section 1.11.63.05, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")each case without interest. The Paying Exchange Agent shall accept such Certificate Certificates upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If Each outstanding Certificate that prior to the REIT Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Effective Time represented Company Common Shares and which is not surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Exchange Agent any transfer or other taxes required by reason of in accordance with the payment of such consideration to a person other than the registered holder of the Certificate surrenderedprocedures provided for herein shall, or shall establish except as otherwise herein provided, until duly surrendered to the satisfaction of Exchange Agent, only be deemed to evidence the Paying Agent that such tax has been paid or is not applicableright to receive the Company Common Share Merger Consideration. After the REIT Merger Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate Certificates representing Company Common Shares and if any such Certificate is Certificates are presented to the Company for transfer, it they shall be cancelled against delivery of the Company Common Share Merger Consideration as hereinabove providedConsideration. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing No dividends on Parent Common Shares that have been declared will be remitted to any Person entitled to receive Parent Common Shares under this Agreement until such Person surrenders the Certificate or Certificates representing Company Common Shares, at which time such dividends shall be remitted to such Person, without interest. (other than c) Promptly after the REIT Merger Effective Time (but in any event within four (4) Business Days after the REIT Merger Effective Time), appropriate transmittal materials in a form satisfactory to Parent and the Company (including a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to such Certificate shall pass, only upon delivery of such certificate to the Exchange Agent) shall be mailed to each holder of record of Company Common Shares. Parent shall not be obligated to deliver cash and/or a certificate or certificates representing Parent Common Shares to which a holder of Company Common Shares would otherwise be cancelled entitled as a result of the REIT Merger until such holder surrenders the Certificate or Certificates representing the Company Common Shares for exchange as provided in accordance with this Section 1.9.83.04(c), or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required by Parent or the Exchange Agent. If any certificates evidencing Parent Common Shares are to be issued in a name other than that in which the Certificate evidencing Company Common Shares surrendered in exchange therefor is registered, it shall be deemed at a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer and that the Person requesting such exchange pay to the Exchange Agent any time transfer or other tax required by reason of the issuance of a certificate for Parent Common Shares in any name other than that of the registered holder of the Certificate surrendered, or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) Any portion of the Payment Fund delivered to the Exchange Agent by Parent pursuant to Section 3.04(a) that remains unclaimed by the holders of the Company Common Shares and holders of LP Units for one year after the REIT Merger Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to represent Parent. Any shareholders of the Company or unit holders of the Company Operating Partnership who have not theretofore complied with this Article III shall thereafter look only to Parent for the right payment of the Parent Cash Consideration and the Partnership Cash Consideration, as applicable. Neither the Exchange Agent nor any party to this Agreement shall be liable to any Person in respect of the Parent Cash Consideration or the Operating Partnership Cash Consideration, as applicable, if the Payment Fund has been paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Parent and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those Persons entitled to receive upon the Company Common Share Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. (e) Parent and/or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock or LP Units such surrender amounts, if any, as are required to be deducted or withheld under any provision of U.S. federal tax Law, or any provision of state, local or foreign tax Law, with respect to the making of such payment. Amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the holders of shares of Company Common Stock or LP Units in respect of which such deduction or withholding was made. (f) Appropriate adjustments shall be made to the procedures set forth in this Section 3.04 to permit the payment of the Company Common Share Merger Consideration, without the Partnership Merger Consideration and other amounts payable under this Section 3.04 in the case of any interest thereonuncertificated Company Common Shares or LP Units as if such shares or units were represented by certificates.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Stock (each a "Certificate" and collectively, the "Certificates") whose shares were converted pursuant to this Article II into the right to receive shares of Parent Common Shares for cancellation, together with Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of (1) the Certificates or (2) an affidavit in accordance with Section 2.2(h) to the Exchange Agent and shall be in 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 or affidavits in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may be reasonably required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (ix) certificates evidencing a certificate representing that number of whole shares of PennCorp Parent Common Stock which such holder has the right to receive in respect receive, pursuant to the provisions of Common Shares previously represented by such Certificate in accordance with Section 1.9.1this Article II, and (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iiiy) cash in lieu of any fractional shares of PennCorp Parent Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the CompanySection 2.2(e), it shall be a condition to such exchange that and the Certificate so surrendered shall immediately be properly endorsed or otherwise be in proper form for canceled. In the event of a 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 ownership 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 Company Stock which is not applicable. After registered in the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent Company, a certificate representing the proper number of any shares of Parent Common Stock may be issued to a transferee if the Certificate representing Common Shares and if any such Certificate Company Stock is presented to the Company for transferExchange Agent, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedaccompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.11.2Article II, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without certificate representing shares of Parent Common Stock and cash in lieu of any interest thereonfractional shares of Parent Common Stock as contemplated by this Article II.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time but in any event not later than five Business Days thereafter, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing Common or certificates which immediately prior to the Effective Time represented outstanding Shares for cancellationand whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (collectively, together with the “Certificates”), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number the amount of whole shares of PennCorp Common Stock cash which such holder has the right to receive in respect of Common Shares previously theretofore represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which entitle such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6the provisions of this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, and (iv) any dividends or other distributions payment may be made to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person a Person other than the person Person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of such consideration to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Parent that such tax Tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Each Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), 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 2.8 the Merger Consideration, without Consideration into which the shares of Company Common Stock shall have been converted pursuant to Section 2.7. No interest shall be paid or shall accrue on any interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article 2.

Exchange Procedures. Upon surrender 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 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 letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form not inconsistent with this Agreement as Parent may specify) and (ii) instructions for use in surrendering the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a certificate representing Common Shares Certificate for cancellationcancellation to the Paying Agent, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, Parent shall cause the Paying Agent to pay to the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6Merger Consideration, and (iv) any dividends or other distributions the Certificate so surrendered shall forthwith be cancelled. In the event of a surrender of a Certificate representing Shares which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificate, payment may be made to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person a Person other than the person Person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of such consideration to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.5, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any 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 thereonshall be paid or will accrue on the Merger Consideration payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a certificate or certificates or evidence of shares held in book-entry form 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 letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a certificate representing Common Shares Certificate for cancellationcancellation to the Paying Agent or to such other agent or agents as may be appointed by the Parent, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has cash equal to the right to receive Merger Consideration payable in respect of the shares of Seller Common Shares Stock previously represented by such Certificate, and the Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu so surrendered shall immediately be cancelled. In the event of fractional shares a transfer of PennCorp ownership of Seller Common Stock which is not registered in the transfer records of the Seller, payment may be made to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person a Person other than the person Person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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 surrenderedis registered, or shall establish to the satisfaction of 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transferPaying Agent, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedaccompanied by all documents reasonably required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.11.23.3, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without . No interest shall be paid or accrue on any interest thereoncash payable upon surrender of any Certificate.

Exchange Procedures. Upon As promptly as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of shares of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the 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 Parent) and (ii) instructions for use in effecting the surrender of the Certificates and the transfer of Uncertificated Shares in exchange for the Merger Consideration. Each holder of record of shares of Company Common Stock shall, (x) upon surrender to the Paying Agent of a certificate representing Common Shares for cancellationany such Certificate, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, or (y) upon receipt of an “agent’s message” by the holder Paying Agent (or such other evidence, if any, of such Certificate shall transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash which the number of whole shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1or the Uncertificated Shares, (ii) cash to which such holder is entitled as applicable, shall have been converted into the right to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.63.01(c), and (iv) any dividends or other distributions to Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which such holder is entitled pursuant to Section 1.11.4 (not registered in the shares transfer records of PennCorp Common Stockthe Company, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration (or any portion thereof) is may be made to be delivered to any a person other than the person in whose name the Certificate representing Common so surrendered or the Uncertificated Shares surrendered in exchange therefor so transferred is registered on the record books of the Company, it shall be a condition to if any such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay to the Paying Agent any fiduciary or surety bonds or any transfer or other similar taxes required by reason of the payment of such consideration the Merger Consideration to a person other than the registered holder of the such Certificate surrendered, or shall Uncertificated Shares or establish to the reasonable satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered or transferred as contemplated by this Section 1.11.23.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), 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, without Consideration which the holder thereof has the right to receive in respect of such Certificate or Uncertificated Shares pursuant to this Article III and any declared dividends with a record date prior to the Effective Time that remain unpaid at the Effective Time and that are due to such holder. No interest thereonshall be paid or will accrue on any cash payable to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article III.

Exchange Procedures. (i) As soon as reasonably practicable after the Effective Time, and in no event later than three business days after the Effective Time, Parent shall cause to be mailed to each record holder of Shares (other than Excluded Shares) immediately prior to the Effective Time: (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates held by such holder shall pass only upon proper delivery of the Company Certificates to the Paying Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (B) instructions for use in effecting the surrender of the Company Certificates or Company Book-Entry Shares for payment of the Per Share Merger Consideration therefor. Such letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time). (ii) Upon surrender by a holder of Eligible Shares to the Paying Agent of a certificate representing Common Shares for cancellationCompany Certificate, together with a letter of transmittal transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required by the instruction pursuant to such instructions, or delivery to the letter Paying Agent of transmittal an “agent’s message” in respect of Company Book-Entry Shares (collectivelyor such other evidence, the "Certificate") and acceptance thereof by if any, of transfer as the Paying AgentAgent may reasonably request), the such holder of such Certificate shall be entitled to receive in exchange therefor a check in an amount of U.S. dollars (iafter giving effect to any required withholdings pursuant to Section 3.04(d)) certificates evidencing that equal to the product of (x) the number of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Eligible Shares previously represented by such Certificate in accordance with Section 1.9.1holder’s properly surrendered Company Certificates and/or Company Book-Entry Shares, as applicable, and (iiy) cash to which the Per Share Merger Consideration, and such holder is entitled to receive in accordance with Section 1.9.1, Company Certificates and/or Company Book-Entry Shares so surrendered shall forthwith be cancelled. (iii) cash in lieu If payment of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Per Share Merger Consideration (or any portion thereof) is to be delivered made to any a person other than the person in whose name the surrendered Company Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to such exchange of payment that the Company Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay have paid to the Paying Agent any transfer or and other taxes Taxes required by reason of the payment of such consideration the Per Share Merger Consideration to a person other than the registered holder of the Company Certificate surrendered, surrendered or shall establish have established to the satisfaction of the Paying Agent that all such tax has Taxes either have been paid or is are not applicable. After . (iv) If any Company Certificate shall have been lost, stolen or destroyed, upon the Effective Timemaking of an affidavit of that fact by the record owner thereof and, there if required by Parent, the posting by such record owner of a bond in customary amount and upon such reasonable terms as may be required by Parent as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Company Certificate, the Paying Agent shall deliver in exchange for such lost, stolen or destroyed Company Certificate the applicable Per Share Merger Consideration payable in respect of the Eligible Shares represented by such Company Certificate pursuant to this Article III (after giving effect to any required Tax withholdings as provided in Section 3.04(d)). (v) No interest shall be no further transfer on paid, payable or accrued for the records benefit of holders of the Company Certificates or its transfer agent of any Certificate representing Common Company Book-Entry Shares and if any such Certificate is presented to on the Company for transfer, it shall be cancelled against delivery of the Per Share Merger Consideration as hereinabove providedpayable in respect of their Eligible Shares. Until surrendered as contemplated by this Section 1.11.2Agreement, each Company Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8)or Company Book-Entry Share shall, shall be deemed at any time after the Effective Time to Time, represent for all purposes only the right to receive upon such surrender the applicable Per Share Merger Consideration as contemplated by this Article III (after giving effect to any required Tax withholdings as provided in Section 3.04(d)), the payment of which shall be deemed to be the satisfaction in full of all rights pertaining to Eligible Shares represented thereby and converted in the Merger. (vi) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of shares of Common Stock. After the Effective Time, Company Certificates or Company Book-Entry Shares presented to the Surviving Corporation for transfer shall be canceled and exchanged for the Per Share Merger Consideration, without interest and after giving effect to any interest thereonrequired Tax withholdings as provided in Section 3.04(d), in accordance and upon compliance with the procedures set forth in this Article III.

Exchange Procedures. Upon surrender As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent and which shall be in the form and have such other customary provisions as Parent and the Surviving Corporation may specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the cash (pursuant to Section 2.7) to be received by the holder thereof pursuant to this Agreement. Upon surrender of a certificate representing Common Shares Certificate for cancellationcancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the instruction pursuant to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agentsuch instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor (i) certificates evidencing that number the Merger Consideration for each share of whole shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously formerly represented by such Certificate in accordance with Section 1.9.1Certificate, to be mailed within three (ii3) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu Business Days of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6receipt thereof, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")Certificate so surrendered shall be forthwith cancelled. The Paying Agent shall accept such Certificate Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration (or any portion thereof) is to be delivered to any person other than payable upon the person in whose name surrender of the Certificate representing Common Shares surrendered in exchange therefor is registered on Certificates. At the record Effective Time, the stock transfer books of the Company, it Company shall be a condition to such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer closed 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. After the Effective Timethereafter, there shall be no further transfer registration of transfers of shares of Company Common Stock theretofore outstanding on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is Company. If Certificates are presented to the Company for transfertransfer following the Effective Time, it they shall be cancelled canceled against delivery of the Merger Consideration as hereinabove providedConsideration. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing All cash paid upon conversion of shares of Company Common Shares (other than a Certificate representing Common Shares to be cancelled Stock in accordance with Section 1.9.8), the terms of this Article II shall be deemed at any time after the Effective Time to represent only the right have been paid in full satisfaction of all rights pertaining to receive upon such surrender the Merger Consideration, without any interest thereonshares of Company Common Stock.

Exchange Procedures. Upon surrender to the Paying Agent for cancellation of a certificate representing which immediately prior to the Effective Time represented Common Shares for cancellationShares, together with a letter of transmittal and such other customary documents as may be required by the instruction instructions to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash into which the number of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled shall have been converted pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")1.9. 1. The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.21.10.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.81.9.2), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, but no later than two days thereafter, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing Common Shares for cancellationCertificate whose shares were converted into the Merger Consideration pursuant to Section 2.1 of this Agreement, together with (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in 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. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a Parent certificate representing that number of whole shares of PennCorp Parent Common Stock which issuable to such holder pursuant to the Merger, certain dividends or other distributions in accordance with Section 2.2(c) and cash in lieu of any fractional share in accordance with Section 2.2(e) that such holder has the right to receive in respect pursuant to the provisions of Common Shares previously represented by such this Article II, and the Certificate so surrendered shall forthwith be cancelled. Any other cash distributions made in accordance with Section 1.9.12.2(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 that is not registered in the transfer records of the Company, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu a certificate representing the proper number of fractional shares of PennCorp Parent Common Stock may be issued to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person a Person other than the person Person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange issuance shall pay to the Paying Agent any transfer or other non-income taxes required by reason of the payment issuance of such consideration shares of Parent Common Stock to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, without and, if applicable, certain dividends or other distributions in accordance with Section 2.2(c). No interest will be paid or will accrue on any interest thereoncash 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 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 pursuant to Section 2.7(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 delivery of the Certificates to the Exchange Agent and which shall be in such form and shall have such other provisions as Parent may specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.8(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.8(e). Upon surrender of a Certificate for cancellation to the Paying Agent of a certificate representing Common Shares for cancellationExchange Agent, together with a such letter of transmittal transmittal, duly completed and validly executed, and such other customary documents as may be reasonably required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (iA) certificates evidencing a certificate representing that number of whole shares of PennCorp Parent Common Stock which that such holder has the right to receive in respect pursuant to the provisions of this Article II after taking into account all the shares of Company Common Shares previously represented Stock held by such Certificate in accordance with Section 1.9.1holder under all such Certificates so surrendered, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (ivB) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii2.8(c) and (ivC) are referred cash in lieu of any fractional shares of Parent Common Stock to collectively as which such holder is entitled pursuant to Section 2.8(e), and the "Merger Consideration")Certificate so surrendered shall forthwith be canceled. The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as In the Paying Agent event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may impose be issued to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes required by reason of the payment issuance of such consideration shares of Parent Common Stock to a person other than the registered holder of the such Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Exchange 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.8(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.8(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.8(e). No interest thereonwill be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.8(c) or (e).

Exchange Procedures. Upon surrender to As soon as reasonably practicable after the Effective Time, the Exchange and Paying Agent shall mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of CEI Common Stock (or CEI Common Stock held by CECONY) or outstanding NU Common Shares for cancellation, together with the associated NU Rights (the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to this Article II, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange and Paying Agent and shall be in such form and have such other provisions as CEI and NU may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancelation to the Exchange and Paying Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") Exchange and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive and the Exchange and Paying Agent shall deliver, as the case may be, in exchange therefor (i) certificates evidencing a certificate representing that number of whole shares of PennCorp Company Common Stock which (together with certain dividends or other distributions in accordance with Section 2.04(c), cash in lieu of fractional shares in accordance with Section 2.04(e) and any cash payable pursuant to Section 2.03) that such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, or (ii) the amount of cash to which that such holder is entitled to receive receive, in accordance with Section 1.9.1each case pursuant to the provisions of this Article II, (iii) cash and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of CEI Common Stock or NU Common Shares and the associated NU Rights that is not registered in lieu the transfer records of fractional CEI or NU, as the case may be, a certificate representing the proper number of shares of PennCorp Company Common Stock may be issued to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes required by reason of the payment issuance of such consideration shares of Company Common Stock to a person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Company that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.04, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without 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 2.04(c) and cash in lieu of any fractional shares of Company Common Stock in accordance with Section 2.04(e). No interest thereonshall 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. Upon As soon as practicable after the Effective Time of the Merger, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Paying Exchange Agent of a such certificate representing Common Shares for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectively, the "Certificate") or certificates and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates evidencing that representing the number of whole full shares of PennCorp Company Common Stock, if any, to be retained by the holder thereof pursuant to this Agreement and the amount of cash, if any, into which the number of shares of Company Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled certificate or certificates surrendered shall have been converted pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")this Agreement. The Paying Exchange Agent shall accept such Certificate certificates upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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. After the Effective TimeTime of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate certificates representing shares of Company Common Shares Stock which have been converted, in whole or in part, pursuant to this Agreement into the right to receive cash, and if any such Certificate is certificates are presented to the Company for transfer, it they shall be cancelled against delivery of cash and, if appropriate, certificates for retained Company Common Stock. If any certificate for such retained Company Common Stock is to be issued in, or if cash is to be remitted to, a name other than that in which the Merger Consideration as hereinabove providedcertificate for Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the issuance of certificates for such retained Company Common Stock in a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.11.22.05(b), each Certificate representing certificate for shares of Company Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), Stock 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, without Consideration as contemplated by Section 2.01. No interest will be paid or will accrue on any interest thereoncash payable as Merger Consideration or in lieu of any fractional shares of retained Company Common Stock.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing Common Shares for cancellationCertificate whose shares were converted into the Merger Consideration, together with pursuant to Section 2.1, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Company and Parent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a Parent Certificate representing that number of whole shares of PennCorp Parent Common Stock which such holder has the right to receive in respect pursuant to the provisions of Common Shares previously represented by such Certificate this Article II, certain dividends or other distributions in accordance with Section 1.9.1, (ii2.2(c) and cash to which such holder is entitled to receive in lieu of any fractional share in accordance with Section 1.9.12.2(e), (iii) cash and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Common Stock which is not registered in lieu the transfer records of fractional the Company, a Parent Certificate representing the proper number of shares of PennCorp Parent Common Stock may be issued to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange issuance shall pay to the Paying Agent any transfer or other non-income taxes required by reason of the payment issuance of such consideration shares of Parent Common Stock to a person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Parent that any such tax has been paid or is not applicable. After Parent or the Effective Time, there Exchange Agent shall be no further transfer on entitled to deduct and withhold from the records consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Parent or the Exchange Agent are required to withhold or deduct under the Code or any provision of state, local or foreign tax law with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company Common Stock in respect of whom such deduction and withholding were made by Parent or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedExchange Agent. Until surrendered as contemplated by this Section 1.11.22.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender Parent Certificates representing the Merger Considerationnumber of whole shares of Parent Common Stock into which the shares of Company Common Stock formerly represented by such Certificate have been converted, without 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). No interest thereonwill be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Common Shares Stock, other than shares to be canceled or retired in accordance with Section 2.8(b), (i) a Letter of Transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent) and (ii) instructions for cancellationuse in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with a letter such Letter of transmittal Transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectivelyExchange Agent, the "Certificate") and acceptance thereof by the Paying Agent, Exchange Agent shall pay the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has the right to receive Merger Consideration in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6Certificate, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent Certificate so surrendered shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesforthwith be canceled. If any portion of the Merger Consideration (or any portion thereof) is to be delivered paid to any person a Person other than the person in whose name registered holder of the shares represented by the Certificate representing Common Shares or Certificates surrendered in exchange therefor is registered on the record books of the Companytherefor, it shall be a condition to such exchange payment that the Certificate or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange payment shall pay to the Paying Exchange Agent any transfer or other taxes required by reason of the payment as a result of such consideration payment to a person Person other than the registered holder of the Certificate surrendered, such shares or shall establish to the satisfaction of the Paying Exchange 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedpayable. Until surrendered as contemplated by this Section 1.11.22.9, each Certificate representing Common Shares (other than a Certificate Certificates representing Dissenting Shares or shares of Company Common Shares Stock to be cancelled in accordance with canceled pursuant to Section 1.9.82.8(b), ) shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration upon such surrender the Merger Consideration, without any interest thereonsurrender.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Shares for cancellation, together with Stock and associated Company Rights (the "Certificates") whose shares and associated Company Rights are converted pursuant to Section 2.01(c) into the right to receive shares of Parent Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary documents provisions as the Surviving Corporation may be required by reasonably specify (including, but not limited to, a request that each holder surrendering a Certificate state its adjusted tax basis, as determined for United States federal income tax purposes, in such surrendered Certificate) and (ii) instructions for use in effecting the instruction surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal (collectively, the "Certificate") duly executed and acceptance thereof by the Paying Agentcompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate representing that number of whole shares of PennCorp Parent Common Stock Stock, plus the cash amount payable in lieu of fractional shares in accordance with Section 2.02(e), which such holder has the right to receive in respect pursuant to the provisions of Common Shares previously represented by such this Article II, and the Certificate in accordance with Section 1.9.1, (ii) cash to which such so surrendered shall forthwith be canceled. In no event shall the holder is of any Certificate be entitled to receive interest on any funds to be received in accordance with Section 1.9.1the Merger. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, (iii) a certificate representing that number of whole shares of Parent Common Stock, plus the cash amount payable in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is Section 2.02(e), may be issued to be delivered to any person other than the person in whose name a transferee if the Certificate representing such Company Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate Stock is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedExchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.11.22.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time for all corporate purposes of Parent, except as limited by paragraph (c) below, to represent only ownership of the right to receive upon such surrender number of shares of Parent Common Stock into which the Merger Considerationnumber of shares of Company Common Stock shown thereon have been converted as contemplated by this Article II. Notwithstanding the foregoing, without Certificates representing Company Common Stock surrendered for exchange by any interest thereonperson constituting an "affiliate" of the Company for purposes of Section 6.04 shall not be exchanged until Parent has received an Affiliate Agreement as provided in Section 6.04.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing Common Shares for cancellation, together with Certificate (i) a letter of transmittal in customary form reasonably acceptable to Public Company and the Exchange Agent specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent or, in the case of Certificates that are non-certificated book entries, upon adherence to the procedures set forth in the letter of transmittal, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate (or an affidavit of loss in lieu of such Certificate in accordance with Section 2.2(i)) for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") Exchange Agent and acceptance thereof by the Paying AgentPublic Company, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate or book entry account representing that number of whole shares of PennCorp Public Company Common Stock which such holder has the right to receive in respect pursuant to the provisions of Common Shares previously represented by such Certificate in accordance with Section 1.9.1this Article II, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) plus cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, 2.2(c) and (iv) any dividends or other distributions to which such holder is entitled then payable pursuant to Section 1.11.4 (2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Capital Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of PennCorp Public Company Common Stock, dividends, distributions and plus cash described in clauses (i), (ii), (iiilieu of fractional shares pursuant to Section 2.2(c) and (ivany dividends or distributions pursuant to Section 2.2(d) are referred may be issued or paid to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person a Person other than the person Person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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 surrenderedis registered, or shall establish to the satisfaction of 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 the Company or its transfer agent of any Certificate representing Common Shares and only if any such Certificate is presented to the Company for transferExchange Agent, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedaccompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.11.22.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender shares of Public Company Common Stock pursuant to the Merger Considerationprovisions of this Article II, without plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any interest thereondividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. As soon as reasonably practicable after the Effective Time, the Exchange Agent shall 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 delivery of the Certificates to the Exchange Agent and shall be in customary form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the applicable Merger Consideration with respect thereto. Upon surrender of a Certificate for cancelation to the Paying Agent of a certificate representing Common Shares for cancellationExchange Agent, together with a such letter of transmittal transmittal, duly completed and validly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates 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, if any, that the aggregate number of shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate shall have been converted pursuant to Section 2.01 into the right to receive, together with certain dividends or other distributions in accordance with Section 1.9.12.02(c), (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu and the Certificate so surrendered shall forthwith be canceled. In the event of fractional shares a transfer of PennCorp ownership of Company Common Stock that is not registered in the transfer records of the Company, a receipt evidencing the proper number of Parent ADSs may be issued and/or the proper amount of cash may be paid, as appropriate, in exchange therefor to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes required by reason of the payment issuance of such consideration Parent ADSs to a person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.03(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration that the holder thereof has the right to receive pursuant to the provisions of this Article II, without certain dividends or other distributions in accordance with Section 2.03(c) and cash in lieu of any interest thereon.fractional Parent ADS in accordance with

Exchange Procedures. Upon surrender If a holder of Company Stock surrenders to the Paying Agent of a certificate representing Common Shares for cancellationCertificate, together with a letter Letter of transmittal Transmittal properly completed and duly executed, and such other customary documents as may be required by the instruction reasonably requested pursuant to the letter Instructions, at least two (2) Business Days prior to the Closing Date and such holder is the record holder as of transmittal (collectivelythe Closing Date, then the Company shall use commercially reasonable efforts to cause the Paying Agent to pay to the holder of such Certificate on the Closing Date, in exchange therefor, solely from the Exchange Fund, the "Certificate") Merger Consideration (subject to any applicable withholding tax as specified in Section 2.07), without interest, with respect thereto, and acceptance thereof by such Certificate shall forthwith be canceled. If a holder surrenders to the Paying AgentAgent a Certificate, together with a Letter of Transmittal properly completed and duly executed (and such other documents as may be reasonably requested pursuant to the Instructions), any time after two (2) Business Days prior to the Closing Date, and such holder is the record holder as of the Effective Time, then the holder of such Certificate shall be entitled to receive paid as soon as reasonably practicable following the Closing Date in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If Agent, solely from the Exchange Fund, the Merger Consideration (or any portion thereof) is to be delivered subject to any applicable withholding tax as specified in Section 2.07), without interest, with respect thereto, and such Certificate shall forthwith be canceled. In the event of a transfer of ownership of Company Stock which is not registered in the transfer records of the Company, payment of the Merger Consideration in accordance with this Section 2.03(b) may be made to a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration the Merger Consideration to a person other than the registered holder of the Certificate surrendered, or such Certificate. No interest shall establish to the satisfaction of the Paying Agent that such tax has been be paid or is not applicable. After the Effective Time, there shall be no further transfer accrued on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares payable to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereonholders of Certificates or options or warrants.

Exchange Procedures. As promptly as practicable after the Effective Time, Parent shall cause the 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 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 delivery of the Certificates to the Exchange Agent and which shall be in customary form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for cash and/or certificates representing the Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancellation to the Paying Agent of a certificate representing Common Shares for cancellationExchange Agent, together with a such letter of transmittal transmittal, duly completed and validly executed, and such other customary documents as may be reasonably required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (iA) certificates evidencing a certificate representing that number of whole shares of PennCorp Parent Common Stock which that such holder has the right to receive in respect as Stock Consideration pursuant to the provisions of this Article II after taking into account all the shares of Company Common Shares previously represented Stock then held by such Certificate in accordance with Section 1.9.1, holder under all such Certificates so surrendered and (iiB) a check for the cash to which that such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6the provisions of this Article II, and (iv) including any Cash Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the 2.02(c) and cash in lieu of any fractional shares of PennCorp Parent Common Stock, dividends, distributions and cash described in clauses (iStock to which such holder is entitled pursuant to Section 2.02(e), (ii)and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, (iiiw) a certificate representing the proper number of shares of Parent Common Stock that such holder has the right to receive pursuant to the provisions of this Article II, (x) a check for the cash that such holder is entitled to receive pursuant to the provisions of this Article II, including any Cash Consideration, any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c) and (ivy) are referred cash in lieu of any fractional shares of Parent Common Stock to collectively as the "Merger Consideration"which such holder is entitled pursuant to Section 2.02(e). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent , may impose be issued to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes required by reason of the payment issuance of such consideration cash and/or shares of Parent Common Stock to a person other than the registered holder of the such Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Exchange 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of any fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). No interest thereonwill be paid or will accrue on the Merger Consideration or on any cash payable to holders of Certificates pursuant to Section 2.02(c) or (e).

Exchange Procedures. Upon 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 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 held by such person 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 a certificate representing Common Shares for cancellationsuch Certificate, together with a such letter of transmittal transmittal, duly completed and validly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash which the number of whole shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled shall have been converted into the right to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.63.01(c), and (iv) any dividends or other distributions to which such holder the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is entitled pursuant to Section 1.11.4 (not registered in the shares transfer records of PennCorp Common Stockthe Company, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration (or any portion thereof) is may be made to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on if, upon presentation to the record books of the CompanyPaying Agent, it shall be a condition to such exchange that the Certificate so surrendered shall be is properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent payment pays any transfer or other taxes required by reason of the payment of such consideration the Merger Consideration to a person other than the registered holder of the such Certificate surrendered, or shall establish establishes to the reasonable satisfaction of the Paying Agent Parent that such tax has taxes have been paid or is are not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.23.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without Consideration which the holder thereof has the right to receive in respect of such Certificate pursuant to this Article III. No interest shall be paid or will accrue on any interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article III.

Exchange Procedures. Upon As soon as reasonably practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Seasons Common Stock shall, upon surrender to the Paying Agent of a such certificate representing Common Shares for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectively, the "Certificate") or certificates and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash into which the number of whole shares of PennCorp Seasons Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled certificate or certificates surrendered shall have been converted pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")this Agreement. The Paying Agent shall accept such Certificate certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time there shall be no further transfer on the records of Seasons or its transfer agent of certificates representing shares of Seasons Common Stock which have been converted pursuant to this Agreement into the right to receive cash, and if such certificates are presented to Seasons for transfer, they shall be cancelled against delivery of cash. If payment of the Merger Consideration (or any portion thereof) is to be delivered remitted to any person a Person other than the person Person in whose name the Certificate representing certificate for Seasons Common Shares Stock surrendered in exchange therefor for payment is registered on the record books of the Companyregistered, it shall be a condition to of such exchange payment that the Certificate certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed by a firm which is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act, as defined below), or otherwise be in proper form for transfer and that the person Person requesting such exchange payment shall pay to the Paying Agent have paid any transfer or other taxes required by reason of the payment of such consideration the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered, certificate surrendered or shall establish have established to the satisfaction of the Paying Agent Surviving Company that such tax either has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.4, each Certificate representing certificate for shares of Seasons Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.1. No interest will be paid or will accrue on any cash payable as Merger Consideration, without any interest thereon.

Exchange Procedures. Upon As soon as 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 (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 a certificate representing Common Shares for cancellationsuch Certificate, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash which the number of whole shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares or Company Preferred Stock previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled shall have been converted into the right to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.62.01(c), and (iv) any dividends the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock or other distributions to Company Preferred Stock which such holder is entitled pursuant to Section 1.11.4 (not registered in the shares transfer records of PennCorp Common Stockthe Company, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration (or any portion thereof) is may be made to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration the Merger Consideration to a person other than the registered holder of the such Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without 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 interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing Common or certificates which immediately prior to the Effective Time represented outstanding Shares for cancellation(the “Certificates”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.2, together with (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number the amount of whole shares of PennCorp Common Stock cash which such holder has the right to receive in respect of Common Shares previously theretofore represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which entitle such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu pursuant to the provisions of fractional shares this Article 2 and the Certificate so surrendered shall forthwith be canceled. In the event of PennCorp a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person a Person other than the person Person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of such consideration to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Parent that such tax Tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Each Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), 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, without Consideration into which the Shares shall have been converted pursuant to Section 2.2. No interest shall be paid or shall accrue on any interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article 2.

Exchange Procedures. Upon surrender to the Paying Agent Each certificate for shares of a certificate representing Bankers Common Shares Stock delivered for cancellation, together with a letter of transmittal and such other customary documents as may exchange under this Section 1.02(g) must be required endorsed in blank by the instruction registered holder thereof or be accompanied by a power of attorney to transfer such shares endorsed in blank by such holder. If more than one certificate is surrendered at one time and in one transmittal package for the letter of transmittal (collectivelysame shareholder account, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Sovereign Common Stock for which such holder has certificates will be issued pursuant to this Section 1.02(g) will be computed on the right to receive in respect basis of Common Shares previously the aggregate number of shares represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional the certificates so surrendered. If shares of PennCorp Sovereign Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares payments of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered issued or made to any a person other than the person one in whose name the Certificate representing Common Shares surrendered in exchange therefor certificate is registered on registered, the record books of the Company, it shall be a condition to such exchange that the Certificate certificate so surrendered shall must be properly endorsed in blank, with signature(s) guaranteed, or otherwise be in proper form for transfer transfer, and that the person requesting such exchange to whom certificates for shares of Sovereign Common Stock is to be issued or to whom cash is to be paid shall pay to the Paying Agent any transfer or other taxes required by reason of the such issuance or payment of such consideration to a person other than the registered holder of the Certificate certificate for shares of Bankers Common Stock which are surrendered, or shall establish to the satisfaction of 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration As promptly as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time practicable after the Effective Time Date, Sovereign shall send or cause to represent only be sent to each shareholder of record of Bankers Common Stock transmittal materials for use in exchanging certificates representing Bankers Common Stock for certificates representing Sovereign Common Stock into which the right former have been converted in the Merger. Certificates representing shares of Sovereign Common Stock and checks for cash in lieu of fractional shares shall be mailed to receive upon such surrender former shareholders of Bankers as soon as reasonably possible but in no event later than fifteen (15) business days following the Merger Considerationreceipt of certificates representing former shares of Bankers Common Stock (except in the case of share certificates containing a restrictive legend or with respect to which stop transfer instructions pertain) duly endorsed or accompanied by the materials referenced herein and delivered by certified mail, without any interest thereonreturn receipt requested (but in no event earlier than the second business day following the Effective Date).

Exchange Procedures. Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented issued and outstanding shares of the Company Common Stock whose shares were converted into the right to receive cash pursuant to Section 2.03(b) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing such shares of the Company Common Stock shall pass, only upon delivery of the certificates representing such shares of the Company Common Stock to the Exchange Agent and shall be in such form and have such other provisions as the Exchange Agent may reasonably specify), and instructions for use in effecting the surrender of the certificates representing such shares of the Company Common Stock, in exchange for the Per Share Amount. Upon surrender to the Paying Exchange Agent of a certificate or certificates representing shares of the Company Common Shares for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectively, the "Certificate") Stock and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate thereof shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash into which the number of whole shares of PennCorp the Company Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled certificate or certificates surrendered shall have been converted pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")this Agreement. The Paying Exchange Agent shall accept such Certificate certificates upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate certificates representing shares of the Company Common Shares Stock and if any such Certificate is certificates are presented to the Company for transfer, it they shall be cancelled canceled against delivery of the Merger Consideration as hereinabove providedPer Share Amount allocable to the shares of the Company Common Stock represented by such certificate or certificates to the record holder. If any Per Share Amount is to be remitted to a name other than that in which the certificate for the Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the payment of the Per Share Amount to a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of the Company or its transfer agent that the tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.11.22.06, each Certificate representing certificate for shares of the Company Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationPer Share Amount allocable to the shares represented by such certificates contemplated by Section 2.03(b). No interest will be paid or will accrue on any amount payable as a Per Share Amount. Subject to completion of the documentation referred to above, without any interest thereonthe Per Share Amount shall be paid at the Effective Time to holders of the Company Common Stock.

Exchange Procedures. Upon As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented shares of Company Common Stock shall, upon surrender to the Paying Exchange Agent of a such certificate representing Common Shares for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectively, the "Certificate") or certificates and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash, into which the number of whole shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled certificate or certificates surrendered shall have been converted pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")this Agreement. The Paying Exchange Agent shall accept such Certificate certificates upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate certificates representing shares of Company Common Shares Stock and if any such Certificate is certificates are presented to the Company for transfer, it they shall be cancelled canceled against delivery of the Merger Consideration. If any Merger Consideration is to be remitted to a name other than that in which the certificate for Company Common Stock surrendered for exchange is registered, it shall be a condition of such exchange that the certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the Person (as hereinabove provideddefined in Section 9.04) requesting such exchange shall pay to Company or its transfer agent any transfer or other taxes required by reason of the payment of Merger Consideration to a name other than that of the registered holder of the certificate surrendered, or establish to the satisfaction of Company or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.11.23.03(b), each Certificate representing certificate for shares of Company Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), Stock shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 3.01. No interest will be paid or will accrue on any amount payable as Merger Consideration, without any interest thereon.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing 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 Shares for cancellationStock (a “Certificate”) whose shares were converted into the right to receive Merger Consideration pursuant to Section 1.6, together with (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass to the Exchange Agent, only upon delivery of the Certificates to the Exchange Agent, and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has the right to receive Merger Consideration payable in respect of the shares of Company Common Shares previously Stock theretofore represented by such Certificate in accordance with Section 1.9.1pursuant to the provisions of this Article I, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu and the Certificate so surrendered shall forthwith be canceled. In the event of fractional shares a transfer of PennCorp ownership of Company Common Stock that is not registered in the transfer records of Company, payment may be made to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate 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 exchange payment 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 such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.21.7, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without Consideration as contemplated by this Section 1.7. No interest shall be paid or accrue on any interest thereoncash payable upon surrender of any Certificate.

Exchange Procedures. Upon surrender As soon as practicable following the Closing, but in any event, within five (5) Business Days following the later of (i) the Closing and (ii) receipt from the Company of the Closing Payment Certificate, Acquiror shall mail to each Stockholder and holder of Company Warrants a letter of transmittal in a form reasonably acceptable to Company (the “Letter of Transmittal”). As soon as practicable following the receipt thereof, each Stockholder and holder of Company Warrants shall deliver to the Paying Agent for delivery to Acquiror all certificates (or evidence of shares in book-entry form) which immediately prior to the Effective Time represented any shares of Company Common Stock or Company Preferred Stock (each, a certificate “Certificate”) and/or Company Warrants it has representing Common the Shares for cancellation, together with a letter Letter of transmittal Transmittal, duly completed and validly executed in accordance with the instructions provided by Acquiror (and such other customary documents as may reasonably be required by Acquiror) or an affidavit of any lost Certificate or Company Warrant as contemplated in Section 2.15, if the instruction to the letter of transmittal (collectivelyCertificate or Company Warrant has been lost, the "Certificate") and acceptance thereof by the Paying Agent, the stolen or destroyed. The holder of such Certificate or Company Warrant shall be entitled to receive from the Paying Agent in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has the right to receive respective cash amount as set forth in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6the Closing Payment Certificate, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions Certificates and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate Company Warrants so surrendered shall forthwith be properly 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedcanceled. Until surrendered as contemplated by this Section 1.11.22.15(a), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), and Company Warrant shall be deemed at any time after the Effective Time to represent only the right to receive upon the portion of the Total Merger Consideration to which such surrender holder is entitled pursuant to Section 2.15 without interest. The Paying Agent shall pay or distribute to each Stockholder and holder of Company Warrants, within five (5) Business Days of receipt of the Merger Considerationproperly executed Letter of Transmittal and surrendered Certificates and Company Warrants (or affidavit of any lost Certificate or Company Warrant), without any interest thereonthe cash that such Securityholder is entitled to as set forth in this subsection.

Exchange Procedures. Upon surrender Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of 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 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 contain customary provisions) and (ii) instructions for use in effecting the surrender of a certificate representing the Certificates or transfer of Uncertified Shares in exchange for the Merger Consideration. Each holder of record of one or more shares of Company Common Shares for cancellationStock shall, upon surrender or transfer to the Exchange Agent, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number the amount of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.62.09(c), and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Company Common StockStock 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, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as payment of the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof Consideration in accordance with normal exchange practices. If the Merger Consideration (or any portion thereofthis Section 2.10(b) is may be made to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of such consideration the Merger Consideration to a person other than the registered holder of the such Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent Parent that such tax has Taxes have been paid or is are not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.10(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), 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, without . No interest shall be paid or will accrue on any interest thereonpayment to holders of Certificates or Uncertificated Share pursuant to the provisions of this Article II.

Exchange Procedures. Upon surrender Promptly (and in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of 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 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 contain customary provisions) and (ii) instructions for use in effecting the surrender of a certificate representing the Certificates or transfer of Uncertificated Shares in exchange for the Merger Consideration. Each holder of record of one or more shares of Company Common Shares for cancellationStock shall, upon surrender or transfer to the Exchange Agent, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number the amount of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.62.09(c), and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Company Common StockStock 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, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as payment of the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof Consideration in accordance with normal exchange practices. If the Merger Consideration (or any portion thereofthis Section 2.10(b) is may be made to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of such consideration the Merger Consideration to a person other than the registered holder of the such Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent Parent that such tax has Taxes have been paid or is are not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.10(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), 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, without . No interest shall be paid or will accrue on any interest thereonpayment to holders of Certificates or Uncertificated Shares pursuant to the provisions of this Article II.

Exchange Procedures. Upon As soon as 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 a certificate representing Common Shares for cancellationsuch Certificate, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash which the number of whole shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled shall have been converted into the right to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.62.01(c), and (iv) any dividends or other distributions to the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which such holder is entitled pursuant to Section 1.11.4 (not registered in the shares transfer records of PennCorp Common Stockthe Company, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration (or any portion thereof) is may be made to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration the Merger Consideration to a person other than the registered holder of the such Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without 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 interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Shares for cancellation, together with Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Acquiror, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1Merger Consideration, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6without interest thereon, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent Certificate so surrendered shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesforthwith be canceled. If any portion of the Merger Consideration (or any portion thereof) is to be delivered paid to any person a Person other than the person in whose name registered holder of the shares represented by the Certificate representing Common Shares or Certificates surrendered in exchange therefor is registered on the record books of the Companytherefor, it shall be a condition to such exchange payment that the Certificate or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange payment shall pay to the Paying Exchange Agent any transfer or other taxes required by reason of the payment as a result of such consideration payment to a person Person other than the registered holder of the Certificate surrendered, such shares of Company Common Stock or shall establish to the satisfaction of the Paying Exchange 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedpayable. Until surrendered as contemplated by this Section 1.11.22.4, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Shares for cancellation, together with Stock (the "Certificates") whose shares are converted pursuant to Section 2.01(c) into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary documents provisions as the Surviving Corporation may be required by reasonably specify) and (ii) instructions for use in effecting the instruction surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal (collectively, the "Certificate") duly executed and acceptance thereof by the Paying Agentcompleted in accordance with its terms, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number the portion of whole shares of PennCorp Common Stock the Merger Consideration which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6the provisions of this Article II, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall forthwith be properly endorsed or otherwise canceled. In no event shall the holder of any Certificate be in proper form for transfer and that the person requesting such exchange shall pay entitled to the Paying Agent receive interest on any transfer or other taxes required by reason portion of the payment Merger Consideration to be received in the Merger. In the event of such consideration to a person other than the registered holder transfer of the Certificate surrendered, or shall establish to the satisfaction ownership of the Paying Agent that such tax has been paid or Company Common Stock which is not applicable. After registered in the Effective Time, there shall be no further transfer on the records of the Company, the portion of the Merger Consideration which is payable with respect to such shares of Company or its transfer agent of any Common Stock may be paid to a transferee if the Certificate representing such Company Common Shares and if any such Certificate Stock is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedExchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.11.22.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), 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, without any interest thereonConsideration payable in connection therewith pursuant to the Merger.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to all holders of record of 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 letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for surrendering Certificates in exchange for the Merger Consideration. Upon surrender of a certificate representing Common Shares Certificate for cancellationcancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, each of the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (i) certificates evidencing that number the amount of whole shares of PennCorp Common Stock which such holder has the right to receive cash payable in respect of the shares of Company Common Shares previously Stock theretofore represented by such Certificate in accordance with Section 1.9.1Certificates pursuant to the provisions of this Article II, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu and each of fractional shares the Certificates so surrendered shall forthwith be canceled. In the event of PennCorp a transfer of ownership of Company Common Stock that is not registered in the stock transfer records of the Company, payment may be made to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be has been properly endorsed or otherwise be is in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent payment pays any transfer taxes or other taxes Taxes required by reason of the payment of such consideration to a person other than the registered holder of the such Certificate surrendered, or shall establish establishes to the satisfaction of the Paying Agent Parent that such tax has Taxes have been paid or is are not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.03, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without Consideration into which the shares of Company Common Stock theretofore represented by such Certificate have been converted pursuant to Section 2.01(c). No interest shall be paid or accrue on any interest thereoncash payable upon surrender of any Certificate.

Exchange Procedures. Upon surrender Promptly after the Effective Time, Parent shall cause the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing Certificate whose shares of Company Common Shares for cancellationStock were converted pursuant to Section 2.1(c) into the right to receive the Merger Consideration, together with (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent), the holder of such Certificate shall be entitled to receive in exchange therefor (i) therefore a certificate or certificates evidencing that representing the number of whole full shares of PennCorp Parent Common Stock and the amount of cash into which such holder has the right to receive in respect aggregate number of shares of Company Common Shares Stock previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled or Certificates surrendered shall have been converted pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")this Article II. The Paying Exchange Agent shall accept such Certificate Certificates upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) certificate for such Parent Common Stock is to be delivered issued in, or if cash is to any person be remitted to, a name other than the person that in whose name which the Certificate representing Common Shares surrendered in for exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to of such exchange that the Certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent Parent or its transfer agent any transfer or other taxes required by reason of the payment issuance of Certificates for such consideration to Parent Common Stock in a person name other than that of the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent Parent or its transfer 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.2(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any Consideration as contemplated by Section 2.1. No interest thereonwill be paid or will accrue on cash payable to a holder of a Certificate pursuant to this Agreement.

Exchange Procedures. Upon As soon as 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 a certificate representing Common Shares for cancellationsuch Certificate, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash which the number of whole shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled shall have been converted into the right to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.62.01(c), and (iv) any dividends or other distributions to the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which such holder is entitled pursuant to Section 1.11.4 (not registered in the shares transfer records of PennCorp Common Stockthe Company, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration (or any portion thereof) is may be made to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration the Merger Consideration to a person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction reasonable satis faction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without 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 interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, Parent shall instruct the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing or certificates ("Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Shares Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.6, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Stock Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of such Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify), and (ii) instructions for cancellationuse in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of Certificates for cancellation to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such other customary documents as may be reasonably required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying AgentExchange Agent or Parent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has the Merger Consideration and any dividends or distributions payable pursuant to Section 2.7(d), and the Certificates so surrendered shall be canceled. Until so surrendered, outstanding Certificates shall be deemed, from and after the Effective Time, for all corporate purposes, to evidence only the right to receive in respect of Common Shares previously represented by such Certificate in accordance with exchange therefor the Merger Consideration and any dividends or distributions payable pursuant to Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) 2.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of PennCorp Parent Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described included in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or on any portion thereof) unpaid dividends or distributions payable to holders of Certificates. If payment is to be delivered made to any a person other than the person in whose name the surrendered Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to such exchange of payment that the Certificate so surrendered shall be properly promptly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment 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 surrendered Certificate surrendered, or shall establish established to the satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon.

Exchange Procedures. Upon surrender Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of Certificates and In the Money Company Warrants immediately prior to the Paying Agent Effective Time whose shares of a certificate representing Company Common Shares for cancellation, together with Stock and/or In the Money Company Warrants were converted into shares of Parent Common Stock pursuant to Section 2.01(c) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates and/or In the Money Company Warrants shall pass only upon delivery of the Certificates and/or In the Money Company Warrants, as applicable, to the Exchange Agent, and which shall be in such form and have such other customary documents provisions as Parent may be required by reasonably specify) and (ii) instructions for use in effecting the instruction surrender of the Certificates and/or In the Money Company Warrants in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate and/or In the Money Company Warrants for cancellation (or indemnity reasonably satisfactory to Parent and the Exchange Agent, if any of such Certificates and/or In the Money Company Warrants are lost, stolen or destroyed) to the Exchange Agent together with such letter of transmittal (collectivelytransmittal, the "Certificate") and acceptance thereof by the Paying Agentduly executed, the holder of such Certificate and/or In the Money Company Warrants shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate representing that number of whole shares of PennCorp Parent Common Stock which such holder has the right to receive in respect of Common Shares previously represented all Certificates and/or In the Money Company Warrants surrendered by such Certificate in accordance with Section 1.9.1, holder pursuant to the provisions of this Article II (ii) cash to which after taking into account all shares of Company Common Stock than held by such holder is entitled to receive either directly or upon conversion of the In the Money Company Warrants in accordance with Section 1.9.1a cashless conversion), (iii) cash in lieu and the Certificates and/or In the Money Company Warrants, as applicable, so surrendered shall forthwith be cancelled. In the event of fractional a transfer of ownership of shares of PennCorp Company Common Stock to and/or In the Money Company Warrants which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (not registered in the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books transfer records of the Company, it shall a certificate representing the proper number of shares of Parent Common Stock may be issued to a condition to such exchange that transferee if the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that and/or In 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 surrenderedMoney Company Warrants, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not as applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transferExchange Agent, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedaccompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered surrender as contemplated by this Section 1.11.22.02(b), subject to the provisions of Section 6.02(h) (Dissenters Rights) each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled and In the Money Company Warrants, in accordance with Section 1.9.8)each case, shall be deemed at any time after the Effective Time to represent only the Parent Common Stock into which the shares of Company Common Stock represented by such Certificate or In the Money Company Warrants have been converted as provided in this Article II and the right to receive upon such surrender the Merger Consideration, without cash in lieu of any interest thereonfractional shares of Parent Common Stock as contemplated by this Section 2.02(b).

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) and whose Shares were converted pursuant to Section 2.1 into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Such letter and instructions can be faxed to the holder of record upon request. Upon surrender of a certificate representing Common Shares Certificate for cancellationcancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectivelytransmittal, the "Certificate") and acceptance thereof by the Paying Agentduly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing the Merger Consideration for each Share formerly represented by such Certificate and the Certificate so surrendered shall forthwith be cancelled. Such payment shall be made to the holder of record by bank check; provided that number any holder of whole shares record entitled to a payment in excess of PennCorp Common Stock which such holder has $500,000 shall have the right to receive payment by electronic wire transfer, in respect which case payment shall be made net of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesapplicable wire transfer fees. If payment of the Merger Consideration (or any portion thereof) is to be delivered made to any person a Person other than the person Person in whose name the surrendered Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to such exchange that precedent of payment that: (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer; and (y) the Person requesting such payment shall have paid any transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other similar taxes required by reason of the payment of such consideration the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered, surrendered or shall establish have established to the satisfaction of the Paying Agent Surviving Corporation that such tax either has been paid or is not applicable. After the Effective Time, there shall required to be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedpaid. Until surrendered as contemplated by this Section 1.11.22.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration in cash as contemplated by this Section 2.2, without any interest thereon.

Exchange Procedures. Upon surrender to the Paying Agent of a certificate Certificate representing Consumers Common Shares or Consumers Preferred Shares, respectively, for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction instructions to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) in connection with the surrender of Consumers Common Shares, certificates evidencing that number of whole shares of PennCorp PSC Common Stock Shares into which such holder has the right to receive in respect of Consumers Common Shares previously represented by such Certificate certificate are converted in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) and the cash in lieu of fractional shares of PennCorp PSC Common Stock Shares to which such holder is entitled pursuant to Section 1.11.61.10.6, (ii) in connection with the surrender of Consumers Preferred Shares, certificates evidencing that number of whole PSC Common Shares into which Consumers Preferred Shares previously represented by such certificate are converted in accordance with Section 1.9.5, and the cash in lieu of fractional PSC Common Shares to which such holder is entitled pursuant to Section 1.10.6; and (iviii) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 1.10.4 (the shares of PennCorp PSC Common StockShares, dividends, distributions and cash described in clauses (i), (ii), and (iii) and (iv) of this Section 1.10.3 are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the CompanyConsumers, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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. After the Effective Time, there shall be no further transfer on the records of the Company Consumers or its transfer agent of any Certificate representing Consumers Common Shares and or Consumers Preferred Shares, respectively, and, if any such Certificate is presented to the Company Consumers for transfer, it shall be cancelled canceled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.21.10.3, each Certificate representing Consumers Common Shares (other than a Certificate representing Consumers Common Shares to be cancelled canceled in accordance with Section 1.9.8)1.9.3) and each Certificate representing Consumers Preferred Shares, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the appropriate Merger Consideration, without any interest thereon.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing Common Shares for cancellation, together with Certificate (i) a letter of transmittal in customary form specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Public Company Common Stock (plus cash in lieu of fractional shares, if any, of Public Company Common Stock and any dividends or distributions as provided below). Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Public Company, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") Exchange Agent and acceptance thereof by the Paying AgentPublic Company, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate or book entry account representing that number of whole shares of PennCorp Public Company Common Stock which such holder has the right to receive in respect pursuant to the provisions of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) this ARTICLE II plus cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, 2.2(c) and (iv) any dividends or other distributions to which such holder is entitled then payable pursuant to Section 1.11.4 (2.2(d), and the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Merger Partner Capital Stock which is not registered in the transfer records of Merger Partner, a certificate representing the proper number of whole shares of PennCorp Public Company Common Stock, dividends, distributions and Stock plus cash described in clauses (i), (ii), (iiilieu of fractional shares pursuant to Section 2.2(c) and (ivany dividends or distributions pursuant to Section 2.2(d) are referred may be issued or paid to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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 surrenderedis registered, or shall establish to the satisfaction of 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 the Company or its transfer agent of any Certificate representing Common Shares and only if any such Certificate is presented to the Company for transferExchange Agent, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedaccompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.11.22.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender shares of Public Company Common Stock pursuant to the Merger Consideration, without provisions of this ARTICLE II plus cash in lieu of fractional shares pursuant to Section 2.2(c) and any interest thereondividends or distributions then payable pursuant to Section 2.2(d) as contemplated by this Section 2.2.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, but in any event within five (5) Business Days thereafter, COLA will instruct the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing Common or certificates which immediately prior to the Effective Time evidenced outstanding Public Shares (the "Certificates"), (a) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as COLA may reasonably specify) and (b) instructions for cancellationuse in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by COLA, together with a letter of transmittal transmittal, duly executed, and such other customary documents as may be required by the instruction pursuant to the letter of transmittal such instructions (collectively, the "CertificateTransmittal Documents") and acceptance thereof by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number the Merger Consideration for each share of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously formerly represented by such Certificate in accordance with Section 1.9.1Certificate, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1without any interest thereon, (iii) cash in lieu less any required withholding of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6taxes, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall thereupon be canceled. In the event of a transfer of ownership of 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 be in proper form for transfer transfer. The signature on the Certificate or any related stock power must be properly guaranteed and that the person requesting such exchange shall payment of the Merger Consideration must either 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, so surrendered or shall establish to the Surviving Corporation's satisfaction of the Paying Agent that such tax has been paid or is not applicable. After The Merger Consideration will be delivered by the Effective Time, there shall Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents. Cash payments may be no further transfer on made by check unless otherwise required by a depositary institution in connection with the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against book-entry delivery of the securities. No interest will be payable on such Merger Consideration as hereinabove providedConsideration. Until surrendered as contemplated by in accordance with this Section 1.11.2Article 2.2.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), 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 ConsiderationConsideration 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 this Article II. Any interest, without any interest thereondividends or other income earned on the investment of cash held in the Exchange Fund shall be for the account of the Surviving Corporation.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time of the Merger, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing or certificates (the "Certificates") which immediately prior to the Effective Time of the Merger represented outstanding shares of Company Common Shares for cancellationStock, together other than shares to be canceled or retired in accordance with Section 2.01(b), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancelation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate representing that number of whole shares of PennCorp Parent Common Stock which such holder has the right to receive pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which is not registered in respect the transfer records of Common Shares previously represented by such Certificate in accordance with Section 1.9.1the Company, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu a certificate representing the proper number of fractional shares of PennCorp Parent Common Stock may be issued to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate 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 exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment issuance of such consideration shares of Parent Common Stock to a person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.02, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), 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 Considerationcertificate representing the appropriate number of whole shares of Parent Common Stock, without cash in lieu of any fractional shares of Parent Common Stock and any dividends to the extent provided in Section 2.02(c) as contemplated by this Section 2.02. No interest thereonwill be paid or will accrue on any cash payable in lieu of any fractional shares of Parent Common Stock.

Exchange Procedures. Upon surrender Promptly after the Effective Time, Parent shall instruct the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Shares for cancellation, together with Stock (the "Certificates") (1) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in customary form) and (2) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required by the instruction pursuant to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agentsuch instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate representing that number of whole shares of PennCorp Parent Common Stock which such holder has the right to receive in respect of the shares of Company Common Shares previously Stock formerly represented by such Certificate in accordance with Section 1.9.1(after taking into account all shares of Company Common Stock then held by such holder), (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Parent Common Stock to which such holder is entitled pursuant to Section 1.11.6, 2.2(e) and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i2.2(c), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall forthwith be properly endorsed canceled. No interest will be paid or otherwise be accrued on any cash in proper form for transfer lieu of fractional shares or on any unpaid dividends and that the person requesting such exchange shall pay distributions payable to holders of Certificates. Notwithstanding anything to the Paying Agent any transfer contrary contained herein, no certificate representing Parent Common Stock or other taxes required by reason cash in lieu of the payment of such consideration a fractional share interest shall be delivered to a person other than the registered holder who is a Pooling Affiliate (as defined in Section 6.9(a)) of the Certificate surrendered, or shall establish Company unless such Pooling Affiliate has theretofore executed and delivered to Parent the satisfaction agreement referred to in Section 6.9(a). In the event of the Paying Agent that such tax has been paid or a transfer of ownership of shares of Company Common Stock which is not applicable. After registered in the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent Company, a certificate representing the proper number of any shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Shares and if any such Certificate Stock is presented to the Company for transferExchange Agent, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedaccompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.11.22.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationcertificate representing shares of Parent Common Stock, without cash in lieu of any interest thereonfractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c).

Exchange Procedures. Upon surrender As soon as reasonably practicable (and no later than two Business Days) after the Effective Time, Acquiror shall instruct the Exchange Agent to mail to each holder of record of certificates or instruments evidencing the Company Common Stock that were outstanding immediately prior to the Paying Agent of a certificate representing Common Shares for cancellationEffective Time (collectively, together with the “Certificates”) and which were converted into the right to receive cash pursuant to Section 2.1(b), (i) a letter of transmittal (that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for cash, which letter of transmittal and instructions shall be in the customary form used by Acquiror and the Exchange Agent (provided that Acquiror will provide the Company with a reasonable opportunity to review and comment thereon). Upon surrender of Certificates for cancellation to the Exchange Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal Exchange Agent (collectivelyincluding any required Form W-9 or Form W-8), the "Certificate") and acceptance thereof by the Paying Agent, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor (i) certificates evidencing a check in the amount of U.S. dollars that number of whole shares of PennCorp Common Stock which such holder has holders have the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.62.1(b) subject to the provisions of Section 2.1(e) (regarding the continuation of vesting and repurchase rights), and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate Certificates so surrendered shall forthwith be properly 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 canceled. Until so surrendered, or shall establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. After outstanding Certificates will be deemed from and after the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented for all corporate purposes, to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon surrender thereof a check in the amount of U.S. dollars that the holders thereof have the right to receive pursuant to Section 2.1(b) subject to the provisions of Section 2.1(e) (regarding the continuation of vesting and repurchase rights). No interest will be paid or accrued on any cash payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a check in the amount of U.S. dollars that the holder thereof has the right to receive pursuant to Section 2.1(b) subject to the provisions of Section 2.1(e) (regarding the continuation of vesting and repurchase rights), may be issued to a transferee if the Certificate representing such surrender shares of Company Common Stock is presented to the Merger ConsiderationExchange Agent, without accompanied by all documents required to evidence and effect such transfer and by evidence that any interest thereonapplicable stock transfer Taxes have been paid.

Exchange Procedures. Upon surrender (a) No later than five business days following the Effective Time, Buyer shall cause the Exchange Agent to the Paying Agent mail or make available to each holder of record of any Certificate a certificate representing Common Shares for cancellation, together with a notice and letter of transmittal disclosing the effectiveness of the Corporate Merger and such other customary documents as may be required by the instruction to procedure for exchanging Certificates for the Merger Consideration. Such letter of transmittal shall specify that delivery shall be effected and risk of loss and title shall pass only upon proper delivery of Certificates to the Exchange Agent. (collectivelyb) At or prior to the Effective Time, or at such other time or times as the "Certificate"Exchange Agent may otherwise request, Buyer shall deliver to the Exchange Agent for the benefit of the holders of Certificates (other than the holders of Dissenting Shares) and an amount of cash for timely payment of the aggregate Merger Consideration to such holders of Certificates. (c) Each holder of a Certificate (other than holders of Dissenting Shares) who surrenders such Certificate to the Exchange Agent will, upon acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number the Merger Consideration to be paid within seven business days of whole shares of PennCorp Common Stock which such holder has acceptance by the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")Exchange Agent. The Paying Exchange Agent shall accept such Certificate Certificates upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If Each Certificate which is not surrendered to the Exchange Agent shall, except as otherwise herein provided, evidence ownership of only the right to receive the Merger Consideration without interest. (or d) The Exchange Agent shall not be obligated to deliver the Merger Consideration until the holder surrenders a Certificate as provided in this Section 2.6, or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required in each case by the Exchange Agent. If any portion thereof) check is to be delivered to any person issued in a name other than the person that in whose name which the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to such exchange of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Exchange Agent any transfer or other taxes tax required by reason of the payment issuance of such consideration to a person check in any name other than that of the registered holder of the Certificate surrendered, surrendered or shall otherwise establish to the satisfaction of the Paying Exchange Agent that such tax has been paid or is not applicable. After payable. (e) Any portion of the Effective Time, there cash delivered to the Exchange Agent by Buyer pursuant to Section 2.6(b) that remains unclaimed by the shareholders of Seller for six months after the Closing Date shall be no further transfer delivered by the Exchange Agent to Buyer. Any shareholders of Seller who have not theretofore complied with Section 2.6(c) shall thereafter look only to Buyer for the Merger Consideration. If Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the records of the Company or its transfer agent property of any Certificate representing Common Shares and if any such Certificate is presented Governmental Entity, the unclaimed items shall, to the Company for transferextent permitted by abandoned property and any other applicable law, it become the property of Buyer (and to the extent not in its possession shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares delivered to be cancelled in accordance with Section 1.9.8it), free and clear of all claims or interest of any person previously entitled to such property. Neither the Exchange Agent nor any Party shall be deemed at liable to any time after holder of Seller Common Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Effective Time Exchange Agent shall be entitled to represent only rely upon the right stock transfer books of Seller to establish the identity of those persons entitled to receive upon such surrender the Merger Consideration, without which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of Seller Common Stock represented by any interest thereonCertificate, Buyer and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) The Exchange Agent or Buyer shall be entitled to deduct and withhold from consideration otherwise payable pursuant to this Agreement to any holder of Certificates, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Exchange Agent or Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Certificates in respect of which such deduction and withholding was made.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing Common Shares for cancellation, together with Certificate or Certificates (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of Certificates to the Exchange Agent and shall be in such form and have such other provisions as HEALTHSOUTH may reasonably specify) and (ii) instructions for use in effecting the surrender of Certificates in exchange for certificates representing shares of HEALTHSOUTH Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by HEALTHSOUTH, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate representing that number of whole shares of PennCorp HEALTHSOUTH Common Stock which such holder has the right to receive in respect pursuant to the provisions of Common Shares previously represented by such this Section 2, and the Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu so surrendered shall forthwith be canceled. In the event of fractional a transfer of ownership of shares of PennCorp Horizon/CMS Common Stock to which such holder is entitled pursuant to Section 1.11.6not registered in the transfer records of Horizon/CMS, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (a certificate representing the proper number of shares of PennCorp HEALTHSOUTH Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred Stock may be issued to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate 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 exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment issuance of such consideration shares of HEALTHSOUTH Common Stock to a person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent HEALTHSOUTH that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, Buyer shall instruct the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing Common Shares for cancellationCertificate or Certificates, together with (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to a Certificate shall pass, only upon proper delivery of such Certificate to the Exchange Agent and shall be in such form and have such other provisions as Buyer may reasonably specify) and (ii) instructions to effect the surrender of Certificates in exchange for cash. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Buyer together with such letter of transmittal, duly executed, and such other customary documents as may be required by the instruction pursuant to the letter of transmittal such instructions (collectively, the "CertificateTransmittal Documents") and acceptance thereof by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock the amount in cash which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii2.1(a) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall forthwith be properly endorsed or otherwise canceled. In the event of a transfer of ownership of DOCP Shares which is not registered in the transfer records of DOCP, the applicable Exchange Fund cash may be paid 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 accordance with this Article II to a person other than the registered holder of transferee only if the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that evidencing such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common transferred DOCP Shares and if any such Certificate is presented to the Company for transferExchange Agent, it accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Exchange Fund cash shall be cancelled against delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and the related Transmittal Documents, and Exchange Fund cash payments may be made by check (unless otherwise required by a depositary institution in connection with the book-entry delivery of the Merger Consideration as hereinabove providedsecurities). No interest shall be payable on any Exchange Fund cash to be delivered in respect of DOCP Shares regardless of any delay in making payments. Until surrendered as contemplated by this Section 1.11.22.2(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed deemed, at any time after the Effective Time Time, to represent evidence only the right to receive receive, upon such surrender surrender, the Merger Consideration, without any interest thereonapplicable Exchange Fund cash.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Paying Agent 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 letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in 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 Merger Consideration. Upon surrender of a certificate representing Common Shares Certificate for cancellationcancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (iby mail or made available for collection by hand if so elected by the surrendering shareholder) certificates evidencing that number the amount of whole shares of PennCorp Common Stock which such holder has the right to receive cash payable in respect of the shares of Company Common Shares previously represented Stock theretofore evidenced by such Certificate in accordance with Section 1.9.1pursuant to the provisions of this Article II, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu and the Certificate so surrendered shall forthwith be canceled. In the event of fractional shares a transfer of PennCorp ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate 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 exchange payment 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 such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration, without Consideration as contemplated by this Section 2.2. No interest shall be paid or accrue on any interest thereoncash payable upon surrender of any Certificate.

Exchange Procedures. Upon surrender (a) On or before the day prior to the Paying Closing Date, Acquiror shall deposit with the Exchange Agent (defined below) cash in the amount of a certificate representing the aggregate Merger Consideration and the Option Consideration (as defined in Section 2.3, below) for the benefit of Seller’s Stockholders and Option holders. (b) Acquiror shall use its best efforts to cause the Exchange Agent, within five Business Days after the Effective Time, to mail to each holder of record of Seller Common Shares for cancellation, together with Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the stock certificate(s) which immediately prior to the Effective Time represented outstanding shares of Seller Common Stock (the “Seller Stock Certificates”) shall pass, only upon delivery of the Seller Stock Certificates (or affidavits of loss in lieu of such certificates) (the “Letter of Transmittal”) to Mellon Investor Services, L.L.C., or to such other customary documents as may be required person designated by the instruction Acquiror and reasonably acceptable to the letter of transmittal (collectivelySeller, the "Certificate"person authorized to act as exchange agent under this Agreement, (the “Exchange Agent”), and shall be in such form and have such other provisions as Acquiror or the Exchange Agent may reasonably specify, and (ii) and acceptance thereof by instructions for use in surrendering the Paying Agent, Seller Stock Certificates in exchange for the holder Merger Consideration to be paid in consideration therefor upon surrender of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Seller Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate Certificates in accordance with Section 1.9.1, this Article II. (iic) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu If any portion of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered paid to any a person other than the person in whose name the a Seller Stock Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to such exchange payment that the such Seller Stock Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay to the Paying Exchange Agent any transfer or other taxes similar Taxes (as defined in Section 3.7(c)) required by reason of the payment as a result of such consideration payment to a person other than the registered holder of the Certificate surrenderedsuch Seller Stock Certificate, or shall establish to the reasonable satisfaction of the Paying Exchange Agent that such tax Tax has been paid or is not applicablepayable. Acquiror or the Exchange Agent shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of the Seller Common Stock such amounts as Acquiror or the Exchange Agent is required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax law, with respect to the making of such payment. To the extent the amounts are so withheld by Acquiror or the Exchange Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of the Seller Common Stock in respect of whom such deduction and withholding was made by Acquiror or the Exchange Agent. (d) After the Effective Time, Time there shall be no further transfer on the records registration or transfers of shares of the Company or its transfer agent of any Certificate representing Seller Common Shares and if any such Certificate is Stock. If after the Effective Time, the Seller Stock Certificates are presented to the Company for transferSurviving Corporation, it they shall be cancelled against delivery and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article II. (e) At any time following the one year anniversary of the Effective Time, Acquiror shall be entitled to require the Exchange Agent to deliver to it any remaining portion of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing not distributed to holders of shares of the Seller Common Shares (other than a Certificate representing Common Shares Stock that was deposited with the Exchange Agent prior to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time (the “Exchange Fund”) (including any interest received with respect thereto and other income resulting from investments by the Exchange Agent, as directed by Acquiror), and holders shall be entitled to represent look only the right to receive upon such surrender Acquiror (subject to abandoned property, escheat or other similar laws) with respect to the Merger Consideration, without any interest thereon. Notwithstanding the foregoing, neither Acquiror, Seller nor the Exchange Agent shall be liable to any holder of a Seller Stock Certificate for Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (f) In the event any of the Seller Stock Certificate(s) shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact in form and substance reasonably acceptable to Acquiror and the Exchange Agent by the person claiming such Seller Stock Certificate(s) to be lost, stolen or destroyed and, if required by Acquiror or the Exchange Agent, the posting by such person of a bond in such sum as either of them may reasonably direct as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Seller Stock Certificate(s), the Exchange Agent will issue the Merger Consideration deliverable in respect of the shares of Seller Common Stock represented by such lost, stolen or destroyed Seller Stock Certificate(s). (g) Upon surrender to the Exchange Agent of Seller Stock Certificate(s), accompanied by a properly completed Letter of Transmittal, a holder of the Seller Common Stock will be entitled to receive, promptly after the Effective Time, the Merger Consideration in respect of the shares of the Seller Common Stock represented by such Seller Stock Certificate(s). Until so surrendered, each such Seller Stock Certificate shall represent after the Effective Time, for all purposes, only the right to receive the Merger Consideration without any interest thereon. (h) The method of payment of cash for shares of the Seller Common Stock converted into the right to receive the Merger Consideration shall be by bank check or other method which will be paid to a holder of shares of Seller Common Stock promptly after receipt by the Exchange Agent of a properly completed Letter of Transmittal and Seller Stock Certificate(s) (or the appropriate affidavit of loss). Acquiror shall instruct the Exchange Agent to promptly pay the Merger Consideration.

Exchange Procedures. Upon surrender Promptly (and in any event within five (5) Business Days) after the Effective Time, the Buyer shall cause the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing which immediately prior to the Effective Time represented outstanding shares of Company Common Shares for cancellationStock (each, together with a "Certificate") (i) a letter of transmittal in customary form and such other customary documents as may be required by (ii) instructions for effecting the instruction surrender of the Certificates in exchange for the Merger Consideration payable with respect thereto. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal (collectivelytransmittal, the "Certificate") and acceptance thereof by the Paying Agentduly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing the Merger Consideration that number of whole shares of PennCorp Common Stock which such holder has the right to receive in respect pursuant to the provisions of Common Shares previously represented by this Article II, after giving effect to any required withholding taxes, and the Certificate so surrendered shall immediately be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu certificate or certificates. In the event of fractional shares a transfer of PennCorp ownership of Company Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (not registered in the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books transfer records of the Company, it shall will be a condition to such exchange of payment of the Merger Consideration that the surrendered Certificate so surrendered shall be properly endorsed endorsed, with signatures guaranteed, or otherwise be in proper form for transfer and that that the person Person requesting such exchange shall payment will pay to the Paying Agent any transfer or other taxes required by reason reasons of the payment of such consideration to a person Person other than the registered holder of the surrendered Certificate surrendered, or shall such Person will establish to the satisfaction of the Paying Agent Buyer that such tax has taxes have been paid or is are not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration as contemplated by this Section 2.2. For purposes of this Agreement, without any interest thereonthe term "Person" shall mean an individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Paying Agent Effective Time) of a certificate representing or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (the "Certificates") whose shares were converted into shares of Parent Common Stock pursuant to Section 2.5. cash in lieu of any fractional shares or Odd Lot Shares for cancellation, together with pursuant to Section 2.5.F. and any dividends or other distributions to which holders of shares of Company Common Stock may be entitled pursuant to Section 2.6.C. (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates evidencing shares of Parent Common Stock, cash in lieu of any fractional shares or Odd Lot Shares pursuant to Section 2.5.F. and any dividends or other distributions pursuant to Section 2.6.C. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be required by the instruction pursuant to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agentsuch instructions, the holder of such Certificate shall be entitled to receive in exchange therefor thereof (i1) certificates evidencing that number of whole shares of PennCorp Parent Common Stock into which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional holder's shares of PennCorp Company Common Stock to which such holder is entitled pursuant to Section 1.11.6, and were converted at the Effective Time; (iv2) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) 2.6.C. and (iv3) are referred cash in lieu of fractional shares or Odd Lot Shares to collectively as the "Merger Consideration"). The Paying Agent shall accept which such Certificate upon compliance with such reasonable terms holder is in entitled pursuant to Section 2.5.F., and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall forthwith be properly endorsed or otherwise be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in proper form for the transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason records of the payment Company as 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. After the Effective Time, there shall Parent Common Stock and cash may be no further transfer on issued and paid in accordance with this Section 2. to a transferee if the records of the Company or its transfer agent of any Certificate representing Common Shares and if any evidencing such Certificate shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.6. and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for transferall corporate purposes, it shall be cancelled against delivery other than the payment of dividends, to evidence only the ownership of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares or Odd Lot Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at 2.5.F. and any time after the Effective Time dividends or distributions payable pursuant to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon.Section 2.6.C.

Exchange Procedures. Upon As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates that represented issued and outstanding shares of Company Common Stock immediately prior to the Effective Time (other than shares referred to in Section 2.1(b) and Dissenting Shares) shall, upon surrender to the Paying Agent of a such certificate representing Common Shares for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectively, the "Certificate") or certificates and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash into which the total number of whole shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled surrendered certificate or certificates shall have been converted pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")Merger. The Paying Agent shall accept such Certificate certificates upon surrender of such certificates pursuant to a Letter of Transmittal, substitute form W-9 or similar document, and related documents, the form of which shall be provided by Purchaser and approved by the Company prior to the Effective Time (such approval not to be unreasonably withheld) and upon compliance with such other reasonable terms and conditions as the Paying Agent may impose in order to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfers on the records of the Company or its transfer agent of certificates representing shares of Company Common Stock (other than to give effect, (i) in accordance with customary settlement procedures as determined by the Company's transfer agent, to sales of shares, and (ii) to exercises of Options (as defined in Section 2.3(a), to the extent that such sales and/or exercises took place before the Effective Time), and if such certificates are presented to the Company for transfer, they shall be canceled against delivery of cash as provided above. If the Merger Consideration (or any portion thereof) cash is to be delivered remitted to any a person other than the person in whose name the Certificate representing registered holder of a certificate for Company Common Shares Stock surrendered in exchange therefor is registered on the record books of the Companyfor exchange, it shall be a condition to of such exchange that the Certificate certificate so surrendered shall be properly endorsed endorsed, with signature guaranteed, or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Surviving Corporation or the Paying Agent any transfer or other taxes required by reason of the payment of such consideration cash to a person other than the registered holder of the Certificate certificate surrendered, or shall establish to the satisfaction of the Surviving Corporation or 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.2(b), each Certificate representing certificate for shares of Company Common Shares Stock (other than a Certificate representing Common Shares shares referred to be cancelled in accordance with Section 1.9.8), 2.1(a) and Dissenting Shares) shall be deemed at any time after from the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 2.1 and any dividends or other distributions as described in Section 2.2(c). No interest shall be paid or shall accrue on any cash payable as Merger Consideration, without any interest thereon.

Exchange Procedures. Upon surrender Prior to the Paying Effective Time, Parent shall deliver to the Company and the Company shall mail to each record holder of Company Stock or Company Options a letter of transmittal (the “Letter of Transmittal”) in a form approved by Parent and the Company and instructions for use in surrendering such securities and receiving cash pursuant to Section 2.01, which may include any certifications Parent may request with respect to compliance with any withholding obligations of Parent or the Surviving Corporation under the Code. From and after the Effective Time, either Parent, or a bank or trust company that may be designated by Parent to act in such capacity shall act as exchange agent (the “Exchange Agent”), in effecting the exchange of cash for certificates which immediately prior to the Effective Time represented outstanding shares of Company Stock and any certificates, contracts, agreements or instruments that represented outstanding Company Options (collectively, “Company Share Certificates”) and which were converted into the right to receive the applicable amount of cash pursuant to Section 2.01. If Parent has elected to engage an Exchange Agent, promptly after the Effective Time, but in no event later than two business days following the Effective Time, Parent shall cause to be deposited in trust with the Exchange Agent the cash portion of a certificate representing Common Shares the Closing Payment less the Escrow Amount. Upon the surrender of each Company Share Certificate for cancellationcancellation to Parent or the Exchange Agent (if any), together with a letter properly completed and executed Letter of transmittal Transmittal and such other customary documents as may reasonably be required by the instruction Parent: (i) Parent shall cause to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, be issued to the holder of such Company Share Certificate shall be entitled to receive in exchange therefor a check (i) certificates evidencing or at Parent’s election a wire transfer, to the extent that number of whole shares of PennCorp Common Stock which such holder has the right aggregate amount owed to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iiiexcess of $1,000,000) cash in lieu of fractional shares of PennCorp Common Stock to which the amount such holder is entitled pursuant to Section 1.11.6, and 2.01 (iv) any dividends or other distributions less the cash amount attributable to which the pro rata interest of such holder is entitled in the Escrow Fund pursuant to Section 1.11.4 2.03(b)); and (ii) the Company Share Certificates so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of PennCorp Common StockCompany Stock prior to the Effective Time that is not registered in the transfer records of the Company, dividends, distributions and the applicable cash described in clauses (i), (ii), (iii) and (iv) are referred amount may only be issued to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Company Share Certificate so surrendered shall be properly 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 is 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. After the Effective Time, there shall be no further transfer on the records of if (i) the Company or its transfer agent of any Share Certificate representing Common Shares and if any such Certificate shares of Company Stock is presented to Parent accompanied by all documents required to evidence and effect such transfer and evidence that (x) such shares are transferable and (y) all applicable stock transfer taxes have been paid, and (ii) all other conditions specified in the Company for transfer, it shall be cancelled against delivery applicable Letter of Transmittal (including the Merger Consideration as hereinabove providedmaking of any certifications or signature guarantees) have been satisfied or complied with. Until surrendered as contemplated by this Section 1.11.2Article II, each Company Share Certificate representing Common Shares (other than a Certificate representing Common Shares shall, subject to be cancelled in accordance with dissenters rights under the DGCL and Section 1.9.8)2.06 hereof, shall be deemed at any time after the Effective Time to represent only the right to receive upon surrender and completion of a Letter of Transmittal the applicable portion of the Aggregate Merger Consideration with respect to the shares of Company Stock formerly represented thereby to which such surrender the Merger Consideration, without any interest thereonholder is entitled pursuant to Sections 2.01 and 2.02.

Exchange Procedures. Upon As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented Company Shares or Warrants (other than shares to be cancelled pursuant to subsection 2.1(b) above and Dissenting Shares) shall, upon surrender to the Paying Agent of a such certificate representing Common Shares for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectively, the "Certificate") or certificates and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash which the aggregate number of whole shares of PennCorp Common Stock which Company Shares or Warrants previously represented by such holder has certificate or certificates surrendered shall have been converted into the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"subsection 2.1(c). The Paying Agent shall accept such Certificate certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the consideration to be paid in the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate certificate representing Common Company Shares or Warrants surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to such exchange that the Certificate certificate so surrendered shall be properly 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 certificate surrendered, or shall establish to the satisfaction of 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 the Company or its transfer agent of any Certificate certificates representing Common Company Shares or Warrants and if any such Certificate is certificates are presented to the Company for transfer, it they shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2subsection 2.3(b), each Certificate certificate representing Common Company Shares or Warrants (other than a Certificate certificates representing Common Shares shares to be cancelled in accordance with Section 1.9.82.1(b) or 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, without any interest thereon, as contemplated by Sections 2.1 and 2.2. No interest will be paid or will accrue on any cash payable as Merger Consideration to any holder of Company Shares or Warrants.

Exchange Procedures. Upon surrender (a) Within fifteen (15) business days after the Effective Time, Buyer shall cause the Exchange Agent to mail or make available to each holder of record of any Certificate issued and outstanding as of the Paying Agent close of business on the Closing Date a certificate representing Common Shares for cancellation, together with a notice and letter of transmittal disclosing the effectiveness of the Corporate Merger and such other customary documents as may be required by the instruction to procedure for exchanging a Certificate for the Per Share Stock Consideration. Such letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall specify that delivery shall be entitled effected and risk of loss and title shall pass only upon proper delivery of Certificates to receive in exchange therefor the Exchange Agent. (ib) certificates evidencing that At the Effective Time, Buyer shall make available to the Exchange Agent an amount of cash and a number of whole shares of PennCorp Common Buyer Stock which such holder has sufficient to make payments of the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, Per Share Stock Consideration (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) and cash in lieu of fractional shares of PennCorp Common Buyer Stock) for each outstanding share of Seller Stock. (c) Each holder of any outstanding Certificate who surrenders such Certificate to the Exchange Agent will, upon acceptance thereof by the Exchange Agent and no earlier than the Effective Time, be entitled to the Per Share Stock to which Consideration for each share represented by such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")Certificate. The Paying Exchange Agent shall accept such Certificate Certificates upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect affect an orderly exchange thereof in accordance with normal exchange practices. Each outstanding Certificate that is not surrendered to the Exchange Agent shall, except as otherwise provided in this Agreement, evidence ownership of only the right to receive the Per Share Stock Consideration for each share represented by any such Certificate. (d) The Exchange Agent shall not be obligated to deliver the Per Share Stock Consideration until the holder surrenders a Certificate or, in default thereof, an appropriate affidavit of loss and indemnity agreement and/or a bond as may be required in each case by the Exchange Agent or Buyer. The Exchange Agent shall not deliver any Per Share Stock Consideration to any person until the Effective Time has occurred. If the Merger Consideration (any check or any portion thereof) share of Buyer Stock is to be delivered to any person issued in a name other than the person that in whose name which the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyor issued, it shall be a condition to such exchange of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Exchange Agent any transfer or other taxes tax required by reason of the payment issuance of such consideration to a person check or share of Buyer Stock in any name other than that of the registered holder of the Certificate surrendered, surrendered or shall otherwise establish to the satisfaction of the Paying Exchange Agent that such tax has been paid or is not applicable. After payable. (e) Any portion of the Effective Time, there cash or shares of Buyer Stock delivered to the Exchange Agent by Buyer that remains unclaimed by the shareholders of Seller for one year after the Closing Date shall be no further delivered by the Exchange Agent to Buyer. Any shareholders of Seller who have not theretofore surrendered their Certificates shall thereafter look only to Buyer for any Per Share Stock Consideration. If outstanding Certificates are not surrendered or the payment for them is not claimed prior to the date on which such payment would otherwise escheat to or become the property of any Governmental Entity, the unclaimed items shall, to the extent permitted by abandoned property, 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 Exchange Agent nor any Party shall be liable to any holder of Seller Stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat, or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer on books of Seller to establish the records identity of those persons entitled to receive the Per Share Stock Consideration. Seller's stock transfer books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of Seller Stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to deposit any Per Share Stock Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Buyer shall be entitled to deduct and withhold from consideration otherwise payable pursuant to this Agreement to any holder of a Certificate, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local, or foreign tax law. To the extent that amounts are so withheld by Buyer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Company or its transfer agent Certificate in respect of any Certificate representing Common Shares which such deduction and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereonwithholding was made.

Exchange Procedures. Upon surrender to (a) At and after the Paying Agent Effective Time, each certificate previously representing shares of a certificate representing Seller Common Shares for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal Stock (collectively, the "Certificate") and acceptance thereof (except as specifically set forth in Section 1.2) shall represent only the right to receive the Merger Consideration in cash without interest. (b) At or before the Effective Time, the Purchaser shall deposit, or shall cause to be deposited, with American Stock Transfer & Trust Company (or such other bank or trust company as selected by the Paying Purchaser and reasonably acceptable to the Seller) as exchange agent (the "Exchange Agent"), for the benefit of the holders of shares of Seller Common Stock, for exchange in accordance with this Section 1.3, an amount of cash sufficient to pay the aggregate Merger Consideration to be paid pursuant to Section 1.2. (c) As soon as practicable after the Effective Time, the Purchaser shall cause the Exchange Agent to mail or deliver to each holder of record of a Certificate or Certificates the following: (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, which shall be in a customary form; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon the proper surrender of a Certificate or Certificates to the Exchange Agent, together with a properly completed and duly executed letter of transmittal, the holder of such Certificate or Certificates shall be entitled to receive in exchange therefor a check in an amount equal to the product of the Merger Consideration and the number of shares of Seller Common Stock represented by the Certificate or Certificates surrendered pursuant to the provisions hereof, and the Certificate or Certificates so surrendered shall forthwith be cancelled. The Purchaser shall direct the Exchange Agent to make payment of the Merger Consideration with respect to the Certificates so surrendered within five (5) business days of the receipt of all required documentation. No interest will be paid or accrued on the Merger Consideration. In the event of a transfer of ownership of any shares of Seller Common Stock not registered in the transfer records of the Seller, a check for the Merger Consideration may be issued to the transferee if the Certificate representing such Seller Common Stock is presented to the Exchange Agent, accompanied by documents sufficient, in the discretion of the Purchaser and the Exchange Agent, (i) certificates evidencing that number of whole shares of PennCorp Common Stock which to evidence and effect such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, transfer and (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, evidence that all applicable stock transfer taxes have been paid. (iiid) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, From and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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. After after the Effective Time, there shall be no further transfer transfers on the stock transfer records of the Company or its transfer agent Seller of any Certificate representing shares of Seller Common Shares and if any such Certificate is presented Stock that were outstanding immediately prior to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedEffective Time. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time If after the Effective Time Certificates are presented to represent only the right to receive upon such surrender Purchaser, they shall be cancelled and exchanged for the Merger Consideration, Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 1.3. (e) Any portion of the aggregate Merger Consideration or the proceeds of any investments thereof that remains unclaimed by the shareholders of the Seller for 18 months after the Effective Time shall be repaid by the Exchange Agent to the Purchaser. Any shareholders of the Seller who have not theretofore complied with this Section 1.3 shall thereafter look only to the Purchaser for payment of their Merger Consideration deliverable in respect of each share of Seller Common Stock such shareholder holds as determined pursuant to this Agreement without any interest thereon. Notwithstanding the foregoing, none of the Purchaser, the Surviving Corporation, the Exchange Agent or any other person shall be liable to any former holder of Seller Common Stock for any amount 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 an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Exchange Agent, the posting by such person of a bond in such amount as the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Promptly after the Effective Time, NYCB shall cause the Exchange Agent to mail or deliver to each individual, bank, corporation, partnership, trust, association or other entity or organization (any of the foregoing, a “Person”) who was, immediately prior to the Effective Time, a holder of record of ▇▇▇▇▇▇ Common Stock a form of letter of transmittal in form reasonably satisfactory to NYCB and ▇▇▇▇▇▇ containing instructions for use in effecting the surrender of Old Certificates in exchange for New Certificates and any payments in lieu of fractional shares pursuant to this Article II. Upon surrender to the Paying Exchange Agent of a certificate representing Common Shares an Old Certificate for cancellation, cancellation together with a such letter of transmittal transmittal, duly executed and such other customary documents as may be required by completed in accordance with the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agentinstructions thereto, the holder of such Old Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Stock which such holder has a New Certificate representing the right to receive New Shares and, if applicable, a check in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock the amount to which such holder is entitled pursuant to Section 1.11.6this Article II, and (iv) the Old Certificate so surrendered shall forthwith be canceled. No interest will accrue or be paid with respect to any dividends or other distributions property to which such holder is entitled pursuant to Section 1.11.4 (the shares be delivered upon surrender of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesOld Certificates. If the Merger Consideration (or any portion thereof) New Certificate is to be delivered to any person issued, or cash payment made, in a name other than that in which the person in whose name the Old Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to of such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason of the payment issuance of such consideration to New Certificate or the making of such cash payment in a person name other than that of the registered holder of the Old Certificate surrendered, or shall establish to the satisfaction of the Paying Surviving Corporation and the Exchange Agent that any such tax has taxes have been paid or is are not applicable. After the Effective Time, there An Affiliate (as hereinafter defined) of ▇▇▇▇▇▇ or NYCB shall not be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right entitled to receive upon any New Certificate or payment pursuant to this Article II until such surrender the Merger Consideration, without any interest thereonAffiliate shall have duly executed and delivered an appropriate agreement as described in Section 4.13.

Exchange Procedures. Upon As soon as practicable after the Effective Time, each holder of an outstanding certificate or certificates which prior thereto represented Shares shall, upon surrender to the Paying Agent of a such certificate representing Common Shares for cancellation, together with a letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectively, the "Certificate") or certificates and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate representing that number of whole shares of PennCorp Conseco Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) and cash in lieu of fractional shares of PennCorp Conseco Common Stock as contemplated by this Section 1.10) which the aggregate number of Shares previously represented by such certificate or certificates surrendered shall have been converted into the right to which such holder is entitled receive pursuant to Section 1.11.6, and (iv1.9(a) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")this Agreement. The Paying Agent shall accept such Certificate certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the consideration to be paid in the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to such exchange that the Certificate certificate so surrendered shall be properly 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 certificate surrendered, or shall establish to the satisfaction of 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 the Company or its transfer agent of any Certificate certificates representing Common Shares and if any such Certificate is certificates are presented to the Company for transfer, it they shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.21.10(b), each Certificate certificate representing Common Shares (other than a Certificate certificates representing Common Shares to be cancelled in accordance with Section 1.9.81.9(b)), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon, as contemplated by Section 1.9. No interest will be paid or will accrue on any cash payable as Merger Consideration.

Exchange Procedures. As soon as practicable after the Effective Time of the Merger, but in any case within 10 business days thereafter, the Exchange Agent shall mail to each holder of an outstanding certificate(s) which prior thereto represented Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such certificate shall pass, only upon delivery of such certificate(s) to such Exchange Agent), and (ii) instructions for use in effecting the surrender of the certificate(s) for the Merger Consideration. Upon surrender to the Paying Exchange Agent of a certificate representing Common Shares such certificate(s) for cancellation, together with a such letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agenttransmittal, the holder of such Certificate certificate(s) shall be entitled to receive in exchange therefor (ia certificate(s) certificates evidencing that representing the number of whole shares Subordinate Shares and/or the amount of PennCorp Common Stock cash, if any, into which such holder has the right to receive in respect aggregate number of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (iicertificate(s) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled surrendered shall have been converted pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration")this Agreement. The Paying Exchange Agent shall accept such Certificate certificate(s) upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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. After the Effective TimeTime of the Merger, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate certificate(s) representing Common Shares and if any such Certificate certificate(s) is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration a certificate(s) for Subordinate Shares and/or cash as hereinabove provided. If any certificate(s) for such Subordinate Shares is to be issued in, or if cash is to be remitted to, a name other than that in which the certificate(s) for Shares surrendered for exchange is registered, it shall be a condition of such exchange that the certificate(s) so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer and that the person requesting such exchange shall pay to Parent or its transfer agent any transfer or other taxes required by reason of the issuance of a certificate(s) for such Subordinate Shares in a name other than that of the registered holder of the certificate(s) surrendered, or establish to the satisfaction of Parent or its transfer agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.11.22.7(b), each Certificate representing Common certificate for Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), 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, without . No interest will be paid or will accrue on any interest thereoncash payable as Merger Consideration or in lieu of any fractional Subordinate Share.

Exchange Procedures. As soon as practicable following the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail or deliver to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of either Common Shares or Retained Shares (the "Certificates"), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates for payment therefor. Upon surrender to the Paying Exchange Agent of a certificate representing Common Shares for cancellationCertificate, together with a duly executed letter of transmittal and such any other customary documents as may be reasonably required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agentdocuments, the holder of such Certificate shall be entitled to promptly receive in exchange therefor (i) with respect to Certificates representing Retained Shares, the form of a certificate or certificates evidencing that representing the number of whole shares of PennCorp Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1Surviving Company Securities, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.62.1(c), and (ivii) with respect to any dividends or other distributions Certificates, the amount of cash to which such holder is entitled pursuant to Section 1.11.4 (2.1(c), without interest, less any required withholding of U.S. federal income taxes and a certificate or certificates for the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred Senior Preferred to collectively as the "Merger Consideration"). The Paying Agent shall accept which such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof holder is entitled in accordance with normal exchange practicesthe terms hereof, with an issuance date of the Effective Time, and in each case, such Certificate shall be canceled. If the Merger Consideration (payment or any portion thereof) delivery is to be delivered made to any person a Person other than the person Person in whose name the a Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to such exchange of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer transfer, that the signatures on the certificate or any related stock power shall be properly guaranteed and that the person Person requesting such exchange shall payment either pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment of such consideration to a person Person other than the registered holder of the Certificate surrendered, so surrendered or shall establish to the satisfaction of the Paying Agent Surviving Corporation that such tax Tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by in accordance with the provisions of this Section 1.11.22.3, each Certificate representing Common Shares (other than a Certificate representing Common Shares Certificates canceled pursuant to be cancelled in accordance with Section 1.9.82.1(b), and Dissenting Shares) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration or the Retained Share Merger Consideration, as the case may be, in the form provided for by this Agreement, without any interest thereoninterest.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause to the Paying Agent be mailed to each holder of record of a certificate representing or certificates which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (the "Certificates") and which shares were converted into the right to receive shares of Broadcom Common Shares for cancellationStock pursuant to Section 1.6, together with (i) a 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 delivery of the Certificates to the Exchange Agent and shall be in such form and have such other customary documents provisions as Broadcom may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Broadcom Common Stock and cash in lieu of fractional shares. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be required appointed by the instruction to the Broadcom, together with such letter of transmittal (collectivelytransmittal, duly completed and validly executed in accordance with the "Certificate") and acceptance thereof by the Paying Agentinstructions thereto, the holder of such Certificate shall be entitled to receive receive, in exchange therefor (i) certificates evidencing that therefor, a certificate representing the number of whole shares of PennCorp Broadcom Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is initially entitled pursuant to receive Section 1.6 (without giving effect to either the First Earn-Out or the Second Earn-Out), less the number of shares of Broadcom Common Stock to be deposited in accordance with Section 1.9.1the Escrow Fund on such holder's behalf pursuant to Article 7, (iii) plus the amount of cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.61.9, and the Certificate so surrendered shall be canceled. Promptly following the final determination of the amount (ivif any) any dividends or other distributions of the First Earn-Out and the Second Earn-Out, the person who immediately prior to the Effective Time was the holder of a Certificate shall be entitled to receive a certificate representing the number of additional whole shares of Broadcom Common (if any) to which such holder is entitled pursuant to Section 1.11.4 (1.16, less the number of additional shares of PennCorp Broadcom Common Stock, dividends, distributions and cash described in clauses Stock (i), (ii), (iiiif any) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered deposited in the Escrow Fund on such holder's behalf pursuant to any person other than Article 7, plus the person amount of cash in whose name the Certificate representing Common Shares surrendered in exchange therefor lieu of fractional shares to which such holder is registered on the record books of the Company, it shall be a condition entitled pursuant to such exchange that the Certificate so surrendered shall be properly 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon.Section

Exchange Procedures. Upon Promptly after the Effective Time, the Exchange Agent will distribute to each former holder of Primal Common Stock, upon surrender to the Paying Exchange Agent for cancellation of one or more certificates, accompanied by a certificate representing Common Shares for cancellation, together with a duly executed letter of transmittal and transmittal, that theretofore evidenced shares of Primal Common Stock, certificates evidencing the appropriate number of shares of ▇▇▇▇▇ Preferred Stock into which such other customary documents as may be required by the instruction shares of Primal Common Stock were converted pursuant to the letter Merger, less such holder's pro rata share of transmittal (collectivelythe Escrow Shares, the "Certificate") and acceptance thereof by the Paying Agent, the any dividends or distributions related thereto which such former holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Primal Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with pursuant to the provisions of this Section 1.9.1, (iii) cash in lieu of fractional 2. If shares of PennCorp Common ▇▇▇▇▇ Preferred Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered issued to any person a Person other than the person Person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companycertificate or certificates are registered, it shall will be a condition to such exchange of issuance of ▇▇▇▇▇ Preferred Stock that the Certificate so surrendered certificate or certificates shall be properly endorsed endorsed, with signatures guaranteed by a member firm of the New York Stock Exchange or a bank chartered under the Laws of the United States, or otherwise be in proper form for transfer and that the person Person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes Taxes required by reason of the payment issuance of such consideration ▇▇▇▇▇ Preferred Stock to a person Person other than the registered holder of the Certificate surrendered, surrendered certificate or certificates or such Person shall establish to the satisfaction of the Paying Agent ▇▇▇▇▇ that any such tax Tax has been paid or is not applicable. After Notwithstanding the Effective Timeforegoing, there shall neither the Exchange Agent nor any party hereto will be no further transfer on the records liable to any former holder of the Company Primal Common Stock for any ▇▇▇▇▇ Preferred Stock or its transfer agent of cash or dividends or distributions thereon delivered to a public official pursuant to any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereonapplicable escheat Law.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent will mail to the Paying Agent each holder of record of a certificate representing Common Shares for cancellationor certificates that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (a “Certificate”) whose shares were converted into the right to receive a portion of the Merger Consideration pursuant to Section 2.6(c), together with (i) the Rights Notice, (ii) a letter of transmittal (which will specify (x) that execution of the same shall constitute waiver of appraisal rights under Section 262 of the DGCL and dissenters’ rights under Chapter 1300 of the California Law, (y) by execution the Company Stockholder agrees and commits to refund the amount of any payment from the Escrow Account to the extent the Company Stockholder is required to indemnify an Indemnitee under Article VIII for Damages incurred because of a Breach of an Extended Representation after the Escrow End Date, and (z) that delivery will be effected, and risk of loss and title to the Certificates will pass to the Exchange Agent, only upon delivery of the Certificates to the Exchange Agent, and will be in such form and have such other provisions as Buyer shall reasonably specify) and (iii) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Closing Consideration multiplied by the number of shares of Company Capital Stock represented by such Certificate. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Buyer, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor (i) certificates evidencing that an amount equal to the Per Share Closing Consideration multiplied by the number of whole shares of PennCorp Common Company Capital Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1pursuant to the provisions of this Article II, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu and the Certificate so surrendered will forthwith be canceled. In the event of fractional a transfer of ownership of shares of PennCorp Common Company Capital Stock that is not registered in the transfer records of the Company, payment may be made to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person a Person other than the person Person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall is registered, if such Certificate will be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange shall payment will pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Buyer that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.9, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender a portion of the Merger Consideration, without Consideration or to demand appraisal/dissenters rights. No interest will be paid or accrue on any interest thereoncash payable upon surrender of any Certificate.

Exchange Procedures. Upon surrender As soon as reasonably practicable after the -------------------- Effective Time, Parent shall cause the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing Certificate whose shares of Company Common Shares for cancellationStock were converted into the right to receive the Merger Consideration pursuant to Section 2.01(c), together with (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in surrendering the Certificates in exchange for certificates representing the Merger Consideration, any dividends or other distributions to which holders of Certificates are entitled pursuant to Section 2.02(c) and cash in lieu of any fractional shares of Parent Common Stock to which such holders are entitled pursuant to Section 2.02(e). Upon surrender of a Certificate for cancelation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate representing that number of whole shares of PennCorp Parent Common Stock which such holder has the right to receive in respect pursuant to the provisions of this Article II after taking into account all the shares of Company Common Shares previously represented Stock then held by such Certificate in accordance with Section 1.9.1holder under all such Certificates so surrendered, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions 2.02(c) and cash described in clauses (i), (ii), (iii) cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e), and (iv) are referred the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered is registered, if, upon presentation to the Exchange Agent, such Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange issuance shall pay to the Paying Agent any transfer or other taxes required by reason of the payment issuance of such consideration shares of Parent Common Stock to a person other than the registered holder of the such Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any dividends or other distributions to which the holder of such Certificate is entitled pursuant to Section 2.02(c) and cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(e). No interest thereonwill be paid or will accrue on any cash payable to holders of Certificates pursuant to Section 2.02(c) or 2.02(e).

Exchange Procedures. Upon surrender As soon as reasonably practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing or certificates that immediately prior to the Effective Time represented outstanding shares of TBI Common Shares for cancellationStock (such certificates are referred to hereinafter collectively as the "Certificates") whose shares or options were converted into the right to receive Merger Consideration pursuant to Section 3.1(c) hereof and who did not complete (or have revoked prior to the Effective Time) a Form of Election pursuant to Section 4.2(b) hereof, together with (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for such Person's portion of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Company, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectivelyExchange Agent, the "Certificate"Exchange Agent shall effect delivery within five (5) and acceptance thereof by the Paying Agent, business days to the holder of such Certificate shall be entitled to receive Certificate, in exchange therefor (i) certificates evidencing that therefor, the amount of cash, if any, and the number of whole shares of PennCorp Company Common Stock, if any, into which the aggregate number of shares of TBI Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled shall have been converted pursuant to Section 1.11.63.1(c) hereof, and (iv) any dividends or other distributions to which the Certificate so surrendered shall forthwith be canceled. Thereafter, each such holder who received any Company Common Stock shall be treated as a holder of Company Common Stock for all purposes under the IBCL and the Company's Articles of Incorporation and Bylaws, in each case as amended. In the event of a transfer of ownership of TBI Common Stock that is entitled pursuant not registered in the transfer records of TBI, payment may be made to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person a Person other than the person Person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate 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 exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person Person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Agent Company that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.24.1(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the portion of the Merger Consideration, without Consideration into which the shares of TBI Common Stock theretofore represented by such Certificate have been converted pursuant to Section 3.1(c) hereof. No interest shall be paid or accrued on any interest thereoncash payable upon surrender of any Certificate.

Exchange Procedures. Upon surrender (a) On or before the Closing Date, for the benefit of the holders of Certificates, (i) Buyer shall reserve for issuance a sufficient number of shares of Buyer Common Stock and deliver, or shall cause to be delivered, to the Paying Exchange Agent, for exchange in accordance with this Article III, certificates representing the shares of Buyer Common Stock issuable pursuant to this Article III ("New Certificates") and (ii) Buyer shall deliver, or shall cause to be delivered, to the Exchange Agent an aggregate amount of cash sufficient to pay the aggregate amount of cash payable pursuant to this Article III, (including the estimated amount of cash to be paid in lieu of fractional shares of Buyer Common Stock) (such cash and New Certificates, together with any dividends or distributions with respect thereto (without any interest thereon), being hereinafter referred to as the "Exchange Fund"). (b) As soon as practicable after the Effective Time, and provided, that the Company has delivered, or caused to be delivered, to the Exchange Agent all information which is necessary for the Exchange Agent to perform its obligations as specified herein, the Exchange Agent shall mail to each holder of record of a certificate representing Certificate or Certificates who has not previously surrendered such Certificate or Certificates with an Election Form, 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 delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration into which the shares of Company Common Shares Stock represented by such Certificate or Certificates shall have been converted pursuant to Sections 3.1 and 3.5 of this Agreement. Upon proper surrender of a Certificate for cancellationexchange and cancellation to the Exchange Agent, together with a properly completed letter of transmittal and such other customary documents as may be required by the instruction to the letter of transmittal (collectivelytransmittal, the "Certificate") and acceptance thereof by the Paying Agentduly executed, the holder of such Certificate shall be entitled to receive in exchange therefor therefor, as applicable, (i) certificates evidencing a New Certificate representing that number of whole shares of PennCorp Buyer Common Stock (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement, (ii) a check representing that amount of cash (if any) to which such former holder of Company Common Stock shall have become entitled pursuant to this Agreement and/or (iii) a check representing the amount of cash (if any) payable in lieu of a fractional share of Buyer Common Stock which such former holder has the right to receive in respect of Common Shares previously represented by such the Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled surrendered pursuant to Section 1.11.6this Agreement, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall forthwith be properly 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. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedcancelled. Until surrendered as contemplated by this Section 1.11.23.6(b), each Certificate representing Common Shares (other than a Certificate Certificates representing Common Shares to be cancelled in accordance with Section 1.9.8), Treasury Stock or Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration provided in Sections 3.1 and 3.5 and any unpaid dividends and distributions thereon as provided in paragraph (c) of this Section 3.6. No interest shall be paid or accrued on any cash constituting Merger Consideration (including any cash in lieu of fractional shares) and any unpaid dividends and distributions, if any, payable to holders of Certificates. (c) No dividends or other distributions with a record date after the Effective Time with respect to Buyer Common Stock shall be paid to the holder of any unsurrendered Certificate until the holder thereof shall surrender such Certificate in accordance with this Section 3.6. After the surrender of a Certificate in accordance with this Section 3.6, the record holder thereof shall be entitled to receive any such dividends or other distributions, without any interest thereon, which theretofore had become payable with respect to shares of Buyer Common Stock represented by such Certificate. (d) The Exchange Agent and Buyer, as the case may be, shall not be obligated to deliver cash and/or a New Certificate or New Certificates representing shares of Buyer Common Stock to which a holder of Company Common Stock would otherwise be entitled as a result of the Merger until such holder surrenders the Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 3.6, or, an appropriate affidavit of loss and indemnity agreement and/or a bond in an amount as may be required in each case by Buyer. If any New Certificates evidencing shares of Buyer Common Stock are to be issued in a name other than that in which the Certificate evidencing Company Common Stock surrendered in exchange therefor is registered, it shall be a condition of the issuance thereof that the Certificate so surrendered shall be properly endorsed or accompanied by an executed form of assignment separate from the Certificate and otherwise in proper form for transfer, and that the person requesting such exchange pay to the Exchange Agent any transfer or other tax required by reason of the issuance of a New Certificate for shares of Buyer Common Stock in any name other than that of the registered holder of the Certificate surrendered or otherwise establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (e) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company for six months after the Effective Time (as well as any proceeds from any investment thereof) shall be delivered by the Exchange Agent to Buyer. Any shareholders of the Company who have not theretofore complied with Section 3.6(a) shall thereafter look only to Buyer for the Merger Consideration deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case without any interest thereon. If outstanding Certificates for shares of Company Common Stock are not surrendered or the payment for them is not claimed prior to the date on which such shares of Buyer Common Stock or cash would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by abandoned property and any other applicable law, become the property of Buyer (and to the extent not in its possession shall be delivered to it), free and clear of all claims or interest of any Person previously entitled to such property. Neither the Exchange Agent nor any party to this Agreement shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Buyer and the Exchange Agent shall be entitled to rely upon the stock transfer books of the Company to establish the identity of those persons entitled to receive the Merger Consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, Buyer and the Exchange Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (f) Buyer (through the Exchange Agent, if applicable) shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Buyer is required to deduct and withhold under applicable law. Any amounts so withheld shall be treated for all purposes of this Agreement as having been paid to the holder of Company Common Stock in respect of which such deduction and withholding was made by Buyer.

Exchange Procedures. As soon as practicable after the Effective Time, the Exchange Agent shall be instructed to mail to each record holder (other than any holder of Dissenting Shares or any of the Company, Qwest, Qwest Subsidiary and their respective Wholly-Owned Subsidiaries) of a Certificate or Certificates a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Paying Exchange Agent of a certificate representing Common Shares for cancellationCertificate, together with a such letter of transmittal duly executed and such other customary documents as may be required by completed in accordance with the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agentinstructions thereon, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a Qwest Certificate representing that number of whole shares of PennCorp Qwest Common Stock which such holder has the right to receive in respect pursuant to the provisions of Common Shares previously represented by such Certificate Section 1.1(a), certain dividends or other distributions in accordance with Section 1.9.1, (ii1.1(e) and cash to which such holder is entitled to receive in lieu of any fractional share in accordance with Section 1.9.11.1(g), (iii) and such Certificate shall forthwith be cancelled. No interest shall be paid or accrued on the Merger Consideration, on any such dividend or other distribution or on cash payable in lieu of any fractional shares share of PennCorp Qwest Common Stock Stock. All distributions to holders of Certificates shall be subject to any applicable federal, state, local and foreign tax withholding, and such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Certificates in respect of which such holder is entitled pursuant to Section 1.11.6, deduction and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practiceswithholding was made. If the Merger Consideration (or any portion thereof) is to be delivered distributed to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to of such exchange distribution that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer (including signature guarantees, if required by the Surviving Corporation in its sole discretion) and that the person requesting such exchange distribution shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration distribution to a person other than the registered holder of the Certificate surrenderedsurrendered or, or shall in the alternative, establish to the satisfaction of the Paying Agent Qwest Subsidiary that such tax has been paid or is not applicable. After the Effective Time, there the Surviving Corporation shall be no further transfer on the records pay all charges and expenses, including those of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to Exchange Agent, in connection with the Company for transfer, it shall be cancelled against delivery distribution of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon.

Exchange Procedures. Upon surrender Promptly (and in any event within two business days) after the Effective Time, the Buyer shall cause the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing Common Shares for cancellationwhich immediately prior to the Effective Time represented outstanding shares of Company Stock (each, together with a “Certificate”) a letter of transmittal in customary form that includes instructions for effecting the surrender of the Certificates in exchange for the applicable Merger Consideration and an unconditional waiver of any and all legal claims (contractual or otherwise) that the party executing such letter may have against the Company other customary documents as may be required than pursuant to this Agreement or in connection with the employment of such person by the instruction Company or any of its Subsidiaries, provided that the Company shall, to the extent practicable, implement arrangements for the delivery of such materials at the Effective Time to all holders of Company Stock to facilitate the payment of the applicable Merger Consideration to such stockholders as soon as practicable following the Effective Time. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal (collectivelytransmittal, the "Certificate") and acceptance thereof by the Paying Agentduly executed, the holder of such Certificate shall be entitled to receive paid promptly in exchange therefor (i) certificates evidencing cash in an amount equal to the applicable Merger Consideration that number of whole shares of PennCorp Common Stock which such holder has the right to receive pursuant to the provisions of this Article II in respect of Common Shares previously the Company Stock formerly represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6Certificate, and (iv) any dividends or other distributions to the Certificate so surrendered shall immediately be cancelled. In the event of a transfer of ownership of Company Stock which such holder is entitled pursuant to Section 1.11.4 (not registered in the shares transfer records of PennCorp Common Stockthe Company, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the applicable Merger Consideration (or any portion thereof) is may be paid to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly 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 surrenderedis registered, or shall establish to the satisfaction of 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 the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transferExchange Agent, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedaccompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 1.11.22.5, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereonConsideration as contemplated by this Section 2.5.

Exchange Procedures. As promptly as practicable after the Effective Time, the Exchange Agent shall mail and make available to each record holder, as of the Effective Time, of an outstanding Certificate or Certificates, which prior thereto represented shares of Company Common Stock or Company Preferred Stock, a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Certificate or Certificates shall pass, only upon proper delivery of such Certificate or Certificates to the Exchange Agent) and instructions for use in effecting the surrender of such Certificate or Certificates for payment therefor. Upon surrender to the Paying Exchange Agent of a certificate representing Common Shares for cancellationsuch Certificate or Certificates, together with a such letter of transmittal transmittal, duly executed, the Exchange Agent shall, and such other customary documents as may be required the Parent shall cause the Exchange Agent to, promptly pay out to the Persons entitled thereto the amount determined by multiplying the number of shares of Company Common Stock represented by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof Certificate or Certificates so surrendered by the Paying Agent, Common Price or by multiplying the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number of whole shares of PennCorp Common Company Preferred Stock which such holder has the right to receive in respect of Common Shares previously represented by such the Certificate in accordance with Section 1.9.1, (ii) or Certificates so surrendered by the Preferred Price. No interest will be paid or 4 accrued on the cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu payable upon the surrender of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends the Certificate or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesCertificates. If the Merger Consideration (or any portion thereof) payment is to be delivered made to any person a Person other than the person one in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Companyregistered, it shall be a condition to such exchange of payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration to a person Person other than the registered holder of the Certificate surrendered, surrendered or shall establish to the reasonable satisfaction of the Paying Agent Surviving Corporation that such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with the provisions of this Section 1.9.8)2.2, shall be deemed at any time after the Certificate or Certificates which immediately prior to the Effective Time represented issued and outstanding shares of (a) Company Common Stock (except for Certificates representing Dissenting Shares) shall represent for all purposes the right to received in cash the amount determined by multiplying the number of shares of Company Common Stock represented by such Certificate or Certificates by the Common Price and (b) Company Preferred Stock (except for Certificates representing Dissenting Shares) shall represent only for all purposes the right to receive upon in cash the amount determined by multiplying the number of shares of Company Preferred Stock represented by such surrender Certificate or Certificates by the Merger Consideration, without any interest thereonPreferred Price.

Exchange Procedures. Upon surrender 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 shares of Company Common Stock (or, in the case of certificates that represent shares of Signature Inns, Inc. which have not as of the Effective Time been surrendered for certificates representing shares of Company Common Stock, the right to receive shares of Company Common Stock) whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.01, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall be in 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 Merger Consideration. Upon surrender of a certificate representing Common Shares Certificate for cancellationcancellation to the Paying Agent, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that number the amount of whole cash into which the shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously theretofore represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled shall have been converted pursuant to Section 1.11.62.01, and (iv) any dividends or other distributions the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate 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 exchange payment 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 such Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent Parent that such tax has been paid or is not applicable. After the Effective TimeSubject to Section 2.01(d) and except as otherwise provided with respect to Unpaid Dividends in Section 2.02(c), there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until until surrendered as contemplated by this Section 1.11.22.02, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without Consideration as contemplated by this Section 2.02. No interest shall be paid or accrue on any interest thereoncash payable upon surrender of any Certificate.

Exchange Procedures. Upon surrender Promptly after the Effective Time, the Buyer shall cause the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing Common or certificates which immediately prior to the Effective Time evidenced outstanding Shares for cancellation, together with (other than Dissenting Shares) (the "Certificates") (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall be in such form and have such other provisions as the Buyer may reasonably specify) and (ii) instructions to effect the surrender of the Certificates in exchange for the certificates evidencing shares of Buyer Stock and, in lieu of any fractional shares thereof, cash. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required by the instruction pursuant to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agentsuch instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (iA) certificates evidencing that number of whole shares of PennCorp Common Buyer Stock which such holder has the right to receive in accordance with the Exchange Ratio in respect of Common the Shares previously represented formerly evidenced by such Certificate in accordance with Section 1.9.1Certificate, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (ivB) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 2.07(c), and (C) cash in lieu of fractional shares of Buyer Stock to which such holder is entitled pursuant to Section 2.06(e) (the shares of PennCorp Common Buyer Stock, dividends, distributions and cash described in clauses this clause (i)C) being, (ii)collectively, (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms , and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the --------------------- Certificate so surrendered shall forthwith be properly endorsed or otherwise be canceled. In the event of a transfer of ownership of Shares which is not registered in proper form for the transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer or other taxes required by reason records of the payment of such consideration Company immediately prior 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. After the Effective Time, there shall Buyer Stock and cash may be no further transfer on issued and paid in accordance with this Article to a transferee if the records of the Company or its transfer agent of any Certificate representing Common evidencing such Shares and if any such Certificate is presented to the Company for transferExchange Agent, it shall be cancelled against delivery accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.07(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificate that, prior to the Effective Time, represented shares of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2Company Common Stock will be deemed from and after the Effective Time, each Certificate representing Common Shares (for all corporate purposes, other than a Certificate representing the payment of dividends, to evidence the ownership of the number of full shares of Buyer Stock into which such shares of the Company Common Shares Stock shall have been so converted and the right to be cancelled receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without any interest thereon2.06.

Exchange Procedures. Upon surrender (i) As soon as reasonably practicable after the Effective Time, Heinz shall cause the Exchange Agent to the Paying Agent mail to each holder of record of a certificate representing Common Shares for cancellation, together with Certificate whose shares were converted pursuant to Section 2.01(a) into the right to receive the Merger Consideration (i) a letter of transmittal in customary form as reasonably agreed by the parties which (A) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and (B) shall have such other provisions as Heinz and Kraft may reasonably specify and (ii) instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon proper surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a physical certificate or uncertificated book-entry representing that number of whole shares of PennCorp Heinz Common Stock which that such holder has the right to receive in respect of the aggregate number of shares of Kraft Common Shares Stock previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, 2.01 and (iv) a check representing cash in respect of the Special Dividend and any other dividends or other distributions that the holder has the right to which such holder is entitled receive pursuant to Section 1.11.4 (the shares 2.02(c) in respect of PennCorp Common Stocksuch Certificate, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall immediately be properly endorsed canceled. In the event of a transfer of ownership of Kraft Common Stock that is not registered in the transfer records of Kraft, a physical certificate or otherwise be uncertificated book-entry representing the proper number of shares of Heinz Common Stock pursuant to Section 2.01 and a check representing cash in proper form for transfer respect of the Special Dividend and any other dividends or distributions that the person requesting such exchange shall pay holder has the right to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration receive pursuant to Section 2.02(c) may be delivered to a person other than the registered holder of transferee if the Certificate surrendered, or shall establish to the satisfaction of the Paying Agent that representing such tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Kraft Common Shares and if any such Certificate Stock is presented to the Company for transferExchange Agent, it shall be cancelled against delivery of the Merger Consideration as hereinabove providedaccompanied by all documents required to evidence and effect such transfer and by evidence that any applicable transfer Taxes have been paid. Until surrendered as contemplated by this Section 1.11.22.02, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration that the holder of such Certificate has the right to receive in respect of such Certificate pursuant to Section 2.01 (together with the Special Dividend and any other cash in respect of any dividends or distributions that the holder has the right to receive pursuant to Section 2.02(c) in respect of such Certificate). No interest shall be paid or shall accrue on the cash payable upon surrender of any Certificate. (ii) Notwithstanding anything to the contrary in this Agreement, without any interest thereonholder of a Book-Entry shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.01(a), the Special Dividend and any other cash in respect of any dividends or distributions that such holders have the right to receive pursuant to Section 2.02(c) in respect of such Book-Entry. In lieu thereof, each holder of record of one or more Book-Entry whose shares were converted into the right to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.01(a) and the Special Dividend and any other cash in respect of any dividends or distributions that such holders have the right to receive pursuant to Section 2.02(c) in respect of such Book-Entry shall upon receipt by the Exchange Agent of an “agent’s message” in customary form (or such other evidence, if any, as the Exchange Agent may reasonably request), be entitled to receive, and Heinz shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Merger Consideration that such holder is entitled to receive pursuant to Section 2.01(a), the Special Dividend and any other cash in respect of any dividends or distributions that such holders have the right to receive pursuant to Section 2.02(c) in respect of such Book-Entry, and the Book-Entry of such holder shall forthwith be cancelled.

Exchange Procedures. Upon surrender (i) As soon as reasonably practicable (and in any event within three (3) business days after the Effective Time), to the extent not previously delivered, the Surviving Corporation, shall cause the Paying Agent to mail to each holder of record of shares of Company Common Stock a letter of transmittal (the “Letter of Transmittal”) in customary form as agreed to between the Company and Parent prior to the date of this Agreement. The Letter of Transmittal shall be accompanied by instructions for use in effecting a transfer of the shares of Company Common Stock held immediately prior to the Effective Time, and any additional documents specified in the procedures set forth in the Letter of Transmittal. The Letter of Transmittal shall specify that delivery shall be effected, and risk of loss and title to shares of Company Common Stock shall pass, only upon transfer of the shares of Company Common Stock to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may agree. (ii) As soon as reasonably practicable after the date of delivery (or, if later, after the Effective Time) to the Paying Agent of a certificate representing such evidence as the Paying Agent may reasonably request of the transfer of the shares of Company Common Shares for cancellationStock to the Paying Agent, together with a letter properly completed and duly executed Letter of transmittal Transmittal, Joinder and such Waiver Agreement and any other customary documents as may be documentation required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agentthereby or hereby, the holder of record of such Certificate shares of Company Common Stock shall be entitled to receive from the Exchange Fund in exchange therefor (i) certificates evidencing the applicable Merger Consideration that number of whole shares of PennCorp Common Stock which such holder has the right to receive pursuant to Section 1.6(b)(i) at the time of such surrender, in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Company Common Stock, dividends, distributions and cash described Stock so transferred; provided that any documents specified in clauses (i), (ii), (iii) and (iv) the procedures set forth in the Letter of Transmittal are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If the Merger Consideration (or any portion thereof) is to be fact delivered to any person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange shall pay to the Paying Agent any transfer by the time required in the Letter of Transmittal. Any Merger Consideration payments pursuant to this Section 1.13(c) shall be made via check or wire or other taxes required by reason electronic transfer of immediately available funds, at each such holder’s election as specified in the payment Letter 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 Transmittal. No interest will be paid or is not applicableaccrued on any amount payable upon due surrender of shares of Company Common Stock. After the Effective TimeThe Merger Consideration, there shall be no further transfer on the records paid in full with respect to any shares of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.2, each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled Stock in accordance with Section 1.9.8)the terms hereof, shall be deemed at any time after to have been paid in full satisfaction of all rights pertaining to such shares. Any holder of Company Common Stock who has not complied with this Agreement shall be entitled to look to Parent only (subject to abandoned property, escheat or other similar Laws) as a general creditor thereof with respect to the Effective Time to represent only the right to receive upon applicable Merger Consideration payable in respect of such surrender the Merger Considerationshares of Company Common Stock, without any interest thereon.

Exchange Procedures. Upon surrender As soon as practicable after the Effective Time, the Exchange Agent shall mail to the Paying Agent each holder of record of a certificate representing Common or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the "Certificates") whose shares were converted into the right to receive the merger consideration provided for cancellationin Section 2.1., together with (i) a letter of transmittal and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of DRHI Common Stock. Upon surrender of a Certificate for cancellation to the Exchange Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing a certificate representing that number of whole shares of PennCorp DRHI Common Stock and cash which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, the provisions of Sections 2.1. and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (2.2. and the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent Certificate so surrendered shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesforthwith be canceled. If the Merger Consideration (any cash or any portion thereof) certificate representing DRHI Shares is to be delivered paid to any or issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, a certificate representing the proper number of shares of DRHI Common Stock may be issued to a person other than the person in whose name the Certificate representing Common Shares surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to such exchange that the Certificate 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 exchange payment shall pay to the Paying Exchange Agent any transfer or other taxes Taxes required by reason of the payment issuance of such consideration shares of DRHI 5 Common Stock to a person other than the registered holder of the such Certificate surrendered, or shall establish to the satisfaction of the Paying Exchange Agent that such tax Tax has been paid or is not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.2., each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without certificate representing shares of DRHI Common Stock and cash in lieu of any fractional shares of DRHI Common Stock as contemplated by this Section 2.2. No interest thereonwill be paid or will accrue on any cash payable in lieu of any fractional shares of DRHI Common Stock.

Exchange Procedures. Upon 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 a certificate representing Common Shares for cancellationsuch Certificate, together with a such letter of transmittal transmittal, duly executed, and such other customary documents as may reasonably be required by the instruction to the letter of transmittal (collectively, the "Certificate") and acceptance thereof by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor (i) certificates evidencing that the amount of cash which the number of whole shares of PennCorp Company Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate in accordance with Section 1.9.1, (ii) cash to which such holder is entitled shall have been converted into the right to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.62.01(c), and (iv) any dividends or other distributions to the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock which such holder is entitled pursuant to Section 1.11.4 (not registered in the shares transfer records of PennCorp Common Stockthe Company, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration (or any portion thereof) is may be made to be delivered to any a person other than the person in whose name the Certificate representing Common Shares so surrendered in exchange therefor is registered on the record books of the Company, it shall be a condition to if such exchange that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such exchange payment shall pay to the Paying Agent any transfer or other taxes required by reason of the payment of such consideration the Merger Consideration to a person other than the registered holder of the such Certificate surrendered, or shall establish to the reasonable satisfaction of the Paying Agent Parent that such tax has taxes have been paid or is are not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered as contemplated by this Section 1.11.22.02(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without 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 interest thereoncash payable to holders of Certificates pursuant to the provisions of this Article II.

Exchange Procedures. Upon surrender Promptly after the Effective Time, Parent shall mail to each holder of record of Company Stock that was issued and outstanding as of immediately prior to the Paying Agent Effective Time (i) a Letter of Transmittal and (ii) instructions for effecting the surrender of stock certificates (to the extent the applicable share of Company Stock are certificated) in exchange for the applicable Aggregate Consideration that is or may become payable with respect thereto pursuant to the terms of this Agreement. Upon (A) (i) proper surrender of a certificate representing Common Shares Certificate for cancellation, together with a letter of transmittal and such other customary documents as may be required cancellation to Parent or (ii) confirmation by the instruction to the letter Company’s transfer agent of transmittal (collectively, the "Certificate"cancellation of such Certificates(s) and acceptance thereof by the Paying Agent(B) delivery of a duly completed and executed Letter of Transmittal, the holder of such Certificate Company Stock shall be entitled to receive in exchange therefor (i) certificates evidencing that the number of whole shares of PennCorp Parent Common Stock which such holder has the right to receive in respect of Common Shares previously represented by such Certificate as determined in accordance with Section 1.9.1, (ii) cash 2.1 and reflected on the Allocation Schedule attached to which such holder is entitled to receive in accordance with Section 1.9.1, (iii) cash in lieu of fractional shares of PennCorp Common Stock to which such holder is entitled pursuant to Section 1.11.6, and (iv) any dividends or other distributions to which such holder is entitled pursuant to Section 1.11.4 (the shares of PennCorp Common Stock, dividends, distributions and cash described in clauses (i), (ii), (iii) and (iv) are referred to collectively as the "Merger Consideration"). The Paying Agent shall accept such Certificate upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesPayment Certificate. If the Merger Consideration (or payment in respect of any portion thereof) share of Company Stock is to be delivered made to any person a Person other than the person Person in whose name the Certificate representing Common Shares surrendered in exchange therefor such share of Company Stock is registered on the record books of the Companyregistered, it shall be a condition to such exchange of payment that the Certificate so surrendered signatures on any related stock power shall be properly endorsed or otherwise be in proper form for transfer guaranteed and that the person Person requesting such exchange payment shall pay have established to the Paying Agent satisfaction of Parent that any transfer or and other taxes Taxes required by reason of the such payment of such consideration to a person Person other than the registered holder of the Certificate surrendered, or shall establish to the satisfaction such shares of the Paying Agent that such tax has Company Stock have been paid or is are not applicable. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of any Certificate representing Common Shares and if any such Certificate is presented to the Company for transfer, it shall be cancelled against delivery of the Merger Consideration as hereinabove provided. Until surrendered or cancelled as contemplated by this Section 1.11.22.2(b), each Certificate representing Common Shares (other than a Certificate representing Common Shares to be cancelled in accordance with Section 1.9.8), shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender or cancellation the Merger Consideration, without applicable Aggregate Consideration that becomes payable in respect of such Certificate pursuant to this Agreement. Holders of Certificates shall not be entitled to receive any interest thereonportion of the Aggregate Consideration to which they would otherwise be entitled until such Certificates are properly surrendered or cancelled.