Common use of Exchange Procedures Clause in Contracts

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Stock, whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 receipt of the Certificates to by the Exchange Agent Agent, and shall contain 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 (or book entries in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly after As promptly as practicable following the Effective Time, Parent Synacor shall cause the Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Qumu Common Stock whose shares that were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(b) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (as Qumu and Synacor may reasonably agree which shall specify that delivery shall be effected, and risk of loss and title shall pass (x) with respect to the Certificates shall passcertificate or certificates (the “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Qumu Common Stock, only upon delivery of the Certificates (or effective affidavits in lieu thereof) to the Exchange Agent and shall contain (y) with respect to outstanding shares of Qumu Common Stock held in book-entry immediately prior to the Effective Time (“Book-Entry Shares”), upon proper delivery of any “agent’s message” regarding the book-entry transfer of such Book-Entry Shares (or such other provisions evidence, if any, of the transfer as Parent the Exchange Agent may reasonably specifyrequest) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares, as applicable, in exchange for certificates representing whole shares of Parent Synacor Common StockStock pursuant to Section 1.4(b)(i), cash payable in respect thereof pursuant to Section 1.4(b)(i) in lieu of any fractional shares pursuant to Section 1.6(f) of Synacor Common Stock and any dividends or other distributions payable in respect thereof pursuant to Section 1.7(d2.3(d). Upon surrender of Certificates (or effective affidavits in lieu thereof) or Book-Entry Shares, as applicable, for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSynacor, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates or Book-Entry Shares, as applicable, shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Synacor Common Stock (after taking into account all Certificates or such Book-Entry Shares surrendered by such holder of record) such holder is entitled to receive pursuant to Section 1.4(b)(i) (which their shares of Company Common Stock were converted at the Effective Timeshall be in uncertificated book entry form), payment of any cash such holder is entitled to receive pursuant to Section 1.4(b)(i) in lieu of fractional shares which of Synacor Common Stock and any dividends or distributions such holders have the right holder is entitled to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.3(d), and the Certificates or Book-Entry Shares, as applicable, so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates or Book-Entry Shares, as applicable, upon compliance with such reasonable terms and conditions as the Exchange Agent may impose for an orderly exchange thereof in accordance with normal and customary exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares, as applicable, on the cash amounts payable upon the surrender of such Certificates pursuant to this Section 2.3. Until so surrendered, outstanding Certificates will be deemed from and after the Effective TimeTime outstanding Certificates or Book-Entry Shares, for all corporate purposesas applicable, subject to Section 1.7(d) as to dividends and other distributions, shall be deemed to evidence only the ownership of the number of full shares of Parent Synacor Common Stock into which such shares of Company Qumu Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.4(b)(i) and any dividends or distributions payable pursuant to Section 1.7(d2.3(d).

Exchange Procedures. Promptly No later than promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which “Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.62.6(b), cash in lieu of any fractional shares pursuant to Section 1.6(f2.6(g) and any dividends or other distributions pursuant to Section 1.7(d2.8(b), (i) a letter of transmittal in customary form (which shall specify that delivery include a joinder provision pursuant to which the signatory thereto shall agree to be effected, and risk of loss and title to bound by the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyset forth in ARTICLE 9 hereof) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, Parent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent (including any required Form W-9 or Form W-8), the holders of such Certificates shall be entitled to receive in exchange therefor (x) certificates representing the number of whole shares of Parent Common Stock (after aggregating all Certificates surrendered by such holder) into which their such holder is entitled pursuant to Section 2.6(b), less the number of shares of Company Parent Common Stock were converted at to be deposited in the Effective TimeEscrow Account pursuant to Section 2.9, payment (y) a check in the amount of dollars in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f2.6(g) and (z) any dividends or distributions payable pursuant to Section 1.7(d2.8(b), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of right to receive upon surrender thereof the number of full whole shares of Parent Common Stock into to which such shares of Company Common Stock shall have been so converted and the right holder is entitled pursuant to receive Section 2.6(b), an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f2.6(g) and any dividends or distributions payable pursuant to Section 1.7(d2.8(b). No interest will be paid or accrued on any cash payable in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and cash payable in lieu of fractional shares may be issued to a transferee if the Certificate representing such shares of Company Stock is presented to Parent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the The Exchange Agent to shall mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock ("Company Certificates"), whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, (and cash in lieu of any fractional shares pursuant to Section 1.6(f3.04) promptly after the Effective Time (and in any dividends or other distributions pursuant to Section 1.7(d), event no later than three business days after the Effective Time): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall contain 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 Company Certificates in exchange for certificates representing shares of Parent Common Stock, Certificates (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Company 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 executed, and such other documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Parent Common Stock into which their shares that such holder has the right to receive pursuant to this Article III and payment of Company Common Stock were converted at the Effective Time, payment cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)3.04, and the Certificates Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to purposes other than the payment of dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and 3.04. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of Company Certificates pursuant to Section 1.7(d)the provisions of this Article III.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificates (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 proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing shares of evidencing Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Shares. Upon surrender of Certificates 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 executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares Shares which such holders have holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares, dividends, distributions and any dividends or distributions payable pursuant to Section 1.7(dcash being, collectively, the "Merger Consideration"), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.7(d) as to dividends and other distributions1.6(f), to evidence only the ownership of the number of full shares of Parent Common Stock Shares into which such shares of Company Common Stock Shares shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificates (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 proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing shares of evidencing Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Shares. Upon surrender of Certificates 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 executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares Shares which such holders have holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(c), and (C) cash in respect of fractional shares as provided in Section 1.6(f) (the Parent Shares and any dividends or distributions payable pursuant to Section 1.7(dthe cash described in clauses (B) and (C) being, collectively, the "Merger Consideration"), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, Parent Shares, dividends and distributions may be issued and paid in accordance with this Article I to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 1.7(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented Shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends and subject to Section 1.7(d) as to dividends and other distributions1.6(f), to evidence only the ownership of right to receive the number of full shares of Parent Common Stock Shares into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly (i) Within five (5) business days after the Effective TimeDate, Parent shall cause mail a letter of transmittal, joinder and lock-up agreement in the Exchange Agent to mail forms attached hereto as Exhibit D-1, Exhibit D-2 and Exhibit D-3 (the “Letter of Transmittal,” “Joinder,” and “Lock-up Agreement”) to each holder Company Stockholder at the address provided by the Company. Each Indemnifying Securityholder that delivers a duly completed and validly executed Letter of record Transmittal, Joinder and Lock-up Agreement and a Company Stock Certificate for cancellation (or an affidavit of lost certificate as contemplated by the Letter of Transmittal) (collectively, the Effective Time“Applicable Documentation”) of to Parent or its designee shall be entitled to receive a certificate or certificates (representing the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock Shares issuable to such holder and/or cash in accordance with Section 1.6. Upon receipt of the Applicable Documentation, Parent shall promptly issue or cause to be issued to each Indemnifying Securityholder a certificate or certificates representing the shares of Parent Shares issuable to such holder pursuant to Section 1.6, cash in lieu of any fractional shares less the amount to be held by Parent pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.8. Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common All Company Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company Stock Certificate that, prior to the Effective Time, represented one or more shares of Company capital stock held by aCompany Stockholder will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive, on the terms and subject to the conditions of this Agreement, the consideration set forth in Section 1.7(d1.6. (ii) as Each Company Stockholder that is an Unaccredited Investor and that delivers the duly completed and validly executed Applicable Documentation to dividends Parent or its designee shall be entitled to receive the amount of cash that such holder is entitled to receive pursuant to Section 1.6(c). Upon receipt of the Applicable Documentation, Parent shall promptly pay, or cause to be paid to each such Company Stockholder a check or wire transfer of immediately available funds in accordance with payment instructions included with such holder’s Applicable Documentation. All Company Stock Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Company Stock Certificate that, prior to the Effective Time, represented one or more shares of Company capital stock held by such Person will be deemed from and other distributionsafter the Effective Time, for all corporate purposes, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an receive, on the terms and subject to the conditions of this Agreement, the amount of cash set forth in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(c).

Exchange Procedures. Promptly after the Effective Time, Parent shall, or shall cause the Exchange Agent to to, mail to each holder Holder of record (NAP Public Units as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares NAP Public Units were converted into the right to receive shares the Merger Consideration a form of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the NAP Certificates shall pass, only upon proper delivery of the NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) to the Exchange Agent or, in the case of Book-Entry NAP Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall contain be in such customary form and have such other provisions as Parent and NAP may reasonably specifyagree prior to the Effective Time) and (ii) instructions for use in effecting the surrender Surrender of the such NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units in exchange for certificates representing shares of Parent Common Stockfor, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentapplicable, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Issued Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.2(c) or Section 2.2(d). Subject to Section 2.2(c), upon Surrender to the Exchange Agent of such NAP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units, together with such properly completed and duly executed Letter of Transmittal and such other documents as may reasonably be required by the Exchange Agent, the Holder of an NAP Certificate (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry NAP Common Units shall be entitled to receive in exchange therefor, as applicable, (i) that number and type of whole shares of Parent Issued Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) to which such Holder is entitled pursuant to Sections 2.1(c)(i) and 2.1(e), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject (ii) any dividends or distributions payable pursuant to Section 1.7(d2.2(c) as or Section 2.2(d) to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares Holder is entitled. The instructions for effecting the Surrender of Company Common Stock NAP Certificates shall have set forth procedures that must be taken by the Holder of any NAP Certificate that has been so converted and lost, destroyed or stolen; it shall be a condition to the right of such Holder to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) Merger Consideration and any dividends or distributions payable pursuant to Section 1.7(d2.2(c) or Section 2.2(d) that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of NAP Public Units appeared on the books of NAP immediately prior to the Effective Time, together with a customary bond and such other documents, in each case, as Parent may reasonably require in connection therewith. After the Effective Time, there shall be no further transfer on the records of NAP or its transfer agent of NAP Certificates or Book-Entry NAP Common Units (provided, however, that the foregoing shall not restrict the transfer of any NAP Partnership Interest other than the NAP Public Units after the Effective Time); and if such NAP Certificates or Book-Entry NAP Common Units are presented to NAP or its transfer agent for transfer, they shall be canceled against delivery of the appropriate Merger Consideration and any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d) as hereinabove provided. Until Surrendered as contemplated by this Section 2.2(b) or in connection with an Election made pursuant to Section 2.3, each NAP Certificate or Book-Entry NAP Common Unit shall be deemed at any time after the Effective Time to represent only the right to receive upon such Surrender the appropriate Merger Consideration. No interest will be paid or will accrue on any dividends or distributions payable pursuant to Section 2.2(c) or Section 2.2(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent the Company shall cause the Exchange Agent to mail deliver to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which that immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares A Shares or B Shares (the "CERTIFICATES") that were converted (the "CONVERTED SHARES") into the right to receive shares of Parent Company Common Stock and, if applicable, cash and/or Notes pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)SECTION 2.01, (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 actual delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Company Common StockStock and, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)if applicable, Notes. Upon surrender of Certificates for cancellation a Certificate to the Exchange Agent for cancellation (or to such other agent or agents as may be appointed by Parentthe Company), together with such a duly executed letter of transmittal, duly completed transmittal and validly executed in accordance with such other documents as the instructions theretoExchange Agent shall require, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing therefor: (A) in the number case of whole holders of Certificates that immediately prior to the Effective Time evidenced outstanding shares of Parent A Common Stock into which their in book-entry or certificated form, (1) one or more shares of Company Common Stock were converted at (which shall be in uncertificated book-entry form unless a physical certificate is requested or the Effective Timeholder is a Rule 145 Affiliate (as defined below)) representing, payment in lieu the aggregate, the whole number of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(fSECTION 2.01 (after taking into account all shares of A Common Stock then held by such holder) and (2) a check in the amount equal to the cash (which shall under no circumstances include any dividends or distributions payable interest) that such holder has the right to receive pursuant to Section 1.7(dthe provisions of this Article II in respect of dividends and other distributions pursuant to SECTION 2.03(c); and (B) in the case of holders of Certificates that immediately prior to the Effective Time evidenced outstanding shares of B Common Stock or shares of B Special Preferred Stock, in book-entry or certificated form, (1) one or more shares of Company Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested or the holder is a Rule 145 Affiliate) representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to SECTION 2.01 (after taking into account all shares of B Common Stock and B Special Preferred Stock then held by such holder), (2) subject to SECTION 2.03(f), one or more Notes (which shall be in uncertificated book-entry form unless a physical note is requested or the holder is a Rule 145 Affiliate) with an aggregate principal amount equal to the amount that such holder is entitled to receive pursuant to SECTION 2.01, and (3) a check in the Certificates so amount equal to the cash (which shall under no circumstances include any interest) that such holder has the right to receive pursuant to the provisions of this Article II in respect of dividends and other distributions pursuant to SECTION 2.03(c), cash in lieu of Fractional Amounts pursuant to SECTION 2.03(f) and interest and other amounts payable on the Notes pursuant to their terms. Each Certificate surrendered pursuant to the previous sentence shall forthwith be canceled. No interest shall accrue or be payable under this Section 2.03 except that interest shall accrue and be payable with respect to the Notes only to the extent that the Notes, by their terms, specifically provide for the accrual and payment of interest. No interest or other amount payable after the Effective Time with respect to the Notes shall be paid to the holder of any unsurrendered Certificate until the holder thereof surrenders such Certificate. Until so surrenderedsurrendered and exchanged, outstanding Certificates will be deemed from and each such Certificate shall, after the Effective Time, for all corporate purposes, subject be deemed to Section 1.7(d) as to dividends and other distributions, to evidence represent only the ownership of the number of full right to receive shares of Parent Company Common Stock into which Stock, Notes and cash (each to the extent applicable), and until such surrender or exchange, no such shares of Company Common Stock Stock, Notes or cash shall have been so converted be delivered to the holder of such outstanding Certificate in respect thereof. In the event of a transfer of ownership of Converted Shares that is not registered in the transfer records of A or B, as the case may be, a certificate evidencing the proper number of shares of Company Common Stock, together with any dividends or other distributions to which the holder of such Converted Shares is entitled pursuant to SECTION 2.03(c), and Notes (to the right to receive an amount in extent applicable) with the proper principal amount, together with cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable Fractional Amounts to which such holder is entitled pursuant to Section 1.7(dSECTION 2.03(f), together with any interest or other amounts payable to which such holder is entitled by their terms, may be issued to a transferee if the Certificate evidencing such Converted Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time, Parent shall cause but in any event within five (5) Business Days thereafter, the Exchange Agent to shall mail to each holder of record (as of the Effective TimeCertificate(s) of a certificate or certificates (the "CERTIFICATES")Book-Entry Shares which, which immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock Stock, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 or Section 1.5 (“Exchanged Shares”), along with, in each case, any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.6, cash be issued or paid in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)consideration therefor, (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 Certificate(s) or Book-Entry Shares shall pass, only upon delivery of the Certificates Certificate(s) (or affidavits of loss in lieu of such Certificate(s)) or Book-Entry Shares to the Exchange Agent and shall contain be substantially in such form and have such other provisions as Parent may reasonably specifyshall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”)) and (ii) instructions for use in effecting the surrender of the Certificates surrendering Certificate(s) or Book-Entry Shares in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into to be issued or paid in consideration therefor and any dividends or distributions to which their shares such holder is entitled pursuant to Section 2.2(c). (b) Upon surrender to the Exchange Agent of Company Common Stock were converted at its Certificate(s) or Book-Entry Share(s) accompanied by a properly completed Letter of Transmittal, a holder of Exchanged Shares will be entitled to receive promptly after such surrender, the Effective Time, payment Merger Consideration and any cash in lieu of fractional shares which such holders have of Parent Common Stock to be issued or paid in consideration therefor in respect of the right to receive pursuant to Section 1.6(fExchanged Shares represented by its Certificate(s) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledBook-Entry Shares. Until so surrendered, outstanding Certificates will be deemed from and each such Certificate or Book-Entry Share shall represent after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership right to receive, without interest, the Merger Consideration and any cash in lieu of the number of full fractional shares of Parent Common Stock into to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Share, in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Share in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate or Book-Entry Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the stock transfer records of the Company, the shares of Parent Common Stock plus any cash in lieu of fractional shares of Parent Common Stock comprising the Merger Consideration shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Exchanged Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Parent that the tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Parent) shall be entitled to deduct and withhold from any cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. If, prior to the Closing Date, the Exchange Agent or Parent determines that any such deduction or withholding is so required as of the Effective Time, the Exchange Agent or Parent, as the case may be, shall notify the Company and the parties shall cooperate in good faith to reduce or eliminate such deduction or withholding. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and timely paid over to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Exchanged Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of such Company Common Stock that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing any such shares of Company Common Stock are presented for transfer to the Exchange Agent, they shall have been so converted be cancelled and exchanged for the right to receive an amount in applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Parent Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in accordance with Section 1.6(fdecimal form) and any dividends or distributions payable of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.7(d)1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company as of the one (1) year anniversary of the Effective Time will be transferred to Parent. In such event, any former shareholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares were converted into the right to receive exchanged for shares of Parent Common Stock pursuant to Section 1.61.4, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(e) and any dividends or other distributions pursuant to Section 1.7(d1.4(d), subject to receipt of (i) a duly completed and validly executed 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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(e) and any dividends or other distributions pursuant to Section 1.7(d1.4(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock Shares were converted exchanged at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.4(e) and any dividends or distributions payable pursuant to Section 1.7(d1.4(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.4(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted Shares are entitled to be exchanged and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.4(e) and any dividends or distributions payable pursuant to Section 1.7(d1.4(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock or Series B Preferred Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(g) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Target Common Stock Stock, whose shares were converted into the right to receive shares of Parent Acquiror Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 receipt of the Certificates to by the Exchange Agent Agent, and shall contain be in such form and have such other provisions as Parent Acquiror may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Acquiror Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAcquiror, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Acquiror Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Target Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Acquiror Common Stock into which such shares of Company Target Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Parent Alydaar shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Company DSNC Common Stock whose shares were converted into the right to receive shares of Parent Alydaar Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d), (i) a letter of transmittal in customary form (which shall 5 11 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 contain such other provisions as Parent Alydaar may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Alydaar Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAlydaar, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Alydaar Common Stock into which their shares of Company DSNC Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Alydaar Common Stock into which such shares of Company DSNC Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 Upon surrender to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions of a Certificate for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such the letter of transmittal, transmittal referred to in SECTION 2.2(a) duly executed and completed and validly executed in accordance with the instructions theretoits terms, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (i) a certificate or certificates representing one or more Parent ADRs representing, in the aggregate, that whole number of whole shares Parent ADSs to be received in accordance with SECTION 2.1(c), (ii) the amount of Parent Common Stock into which their shares of Company Common Stock were converted at dividends or other distributions, if any, with a record date on or after the Effective TimeTime which theretofore became payable with respect to such Parent ADSs in accordance with SECTION 2.2(d), payment and (iii) the cash amount payable in lieu of fractional shares Parent ADSs in accordance with SECTION 2.2(f), in each case which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)the provisions of this Article, and the Certificates Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, one or more Parent ADRs representing that whole number of Parent ADSs to be received in accordance with SECTION 2.1(c), plus any dividends or other distributions to which the transferor would otherwise be entitled pursuant to SECTION 2.2(d), plus the cash amount payable in lieu of fractional Parent ADSs in accordance with SECTION 2.2(f), may be issued to a transferee if the Certificate representing such Shares is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section, outstanding Certificates will be deemed from and subject to SECTION 2.2(d), each Certificate shall, after the Effective Time, represent for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence purposes only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an the whole number of Parent ADSs into which the number of Shares shown thereon have been converted as contemplated by this Article plus the cash amount in cash payable in lieu of the issuance of any fractional shares Parent ADSs in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(dSECTION 2.2(f).

Exchange Procedures. Promptly after the Effective Time, Parent the ------------------- Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain be in such form and have such other provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at to be deposited in the Effective TimeEscrow Fund on such holder's behalf pursuant to Article VIII hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. On the Effective Time, and subject to and in accordance with the provisions of Article VIII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VIII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. As set forth in Section 8.2(c)(iii), such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and such shares shall be available to compensate Parent as provided in Article VIII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly 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 Effective Time) of a certificate or certificates (each, a "CERTIFICATE and collectively, the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.61.6 hereof, cash in lieu of any fractional shares pursuant to Section 1.6(f) hereof, and any dividends or other distributions pursuant to Section 1.7(d)) hereof, (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock Shares were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, Time for all corporate purposes, subject to Section 1.7(d) 1.7 hereof, as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock Shares shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent Monsanto shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificate (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 Agent, and which letter shall contain be in customary form and have such other provisions as Parent Monsanto may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the applicable Merger Consideration. Upon surrender of Certificates for cancellation a Certificate 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 completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing (i) in the case of holders of Common Certificates (A) one or more shares of Monsanto Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f1.8 (after taking into account all shares of PNU Common Stock then held by such holder), and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of any fractional shares of Monsanto Common Stock pursuant to Section 2.5 and dividends and other distributions pursuant to Section 2.3 and (ii) in the case of holders of Preferred Certificates (A) one or more shares of Monsanto Convertible Preferred Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the number of shares that such holder has the right to receive pursuant to Section 1.8 and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including dividends and other distributions pursuant to Section 2.3. No interest will be paid or will accrue on any cash payable pursuant to Section 2.3 or Section 2.5. In the event of a transfer of ownership of PNU Common Stock or PNU Convertible Preferred Stock which is not registered in the transfer records of PNU, one or more shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, evidencing, in the aggregate, the proper number of shares of Monsanto Common Stock or Monsanto Convertible Preferred Stock, as the case may be, a check in the proper amount of cash in lieu of any fractional shares of Monsanto Common Stock pursuant to Section 2.5 and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d)2.3, and may be issued with respect to such PNU Common Stock or PNU Convertible Preferred Stock, as the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionscase may be, to evidence only such a transferee if the ownership of the number of full shares of Parent Common Stock into which Certificate representing such shares of Company Common Stock shall is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)paid.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) ), and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall, or shall cause the Exchange Agent to to, mail to each holder of record (Holder, as of the Effective Time) , of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock SXCP Public Units whose shares SXCP Public Units were converted into the right to receive shares the Merger Consideration a form of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the SXCP Certificates shall pass, only upon proper delivery of the SXCP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) to the Exchange Agent or, in the case of Book-Entry SXCP Common Units, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall contain be in such customary form and have such other provisions as Parent and SXCP may reasonably specifyagree prior to the Effective Time) and (ii) instructions for use in effecting the surrender Surrender of the such SXCP Certificates (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry SXCP Common Units in exchange for certificates representing for, as applicable, whole shares of Parent Common Stock, cash in lieu of any fractional shares dividends or distributions payable pursuant to Section 1.6(f2.2(c) and/or (d) and any dividends or other distributions pursuant Fractional Share Proceeds. Subject to Section 1.7(d2.2(c). Upon surrender of Certificates for cancellation , upon Surrender to the Exchange Agent of such SXCP Certificates (or to such other agent lost certificate affidavit as contemplated by this Section 2.2(b)) or agents as may be appointed by ParentBook-Entry SXCP Common Units, together with such letter of transmittal, duly properly completed and validly duly executed in accordance with Letter of Transmittal and such other documents as may reasonably be required by the instructions theretoExchange Agent, the holders Holder of such Certificates an SXCP Certificate (or lost certificate affidavit as contemplated by this Section 2.2(b)) or Book-Entry SXCP Common Units shall be entitled to receive in exchange therefor certificates representing the therefor, as applicable, (i) that number of whole shares of Parent Common Stock into (which their shares of Company Common Stock were converted at shall be in uncertificated book-entry form unless a physical certificate is requested) to which such Holder is entitled pursuant to Section 2.1(c)(i), (ii) the Effective TimeFractional Share Proceeds, payment if any, payable in lieu of any fractional shares which such holders have the right to receive of Parent Common Stock otherwise issuable, and (iii) any dividends or distributions payable pursuant to Section 1.6(f2.2(c) and/or (d) to which such Holder is entitled. The instructions for effecting the Surrender of SXCP Certificates shall set forth procedures that must be taken by the Holder of any SXCP Certificate that has been lost, destroyed or stolen; it shall be a condition to the right of such Holder to receive the Merger Consideration, the Fractional Share Proceeds, if any, and any dividends or distributions payable pursuant to Section 1.7(d)2.2(c) and/or (d) that the Exchange Agent shall have received, along with the Letter of Transmittal, a duly executed lost certificate affidavit, including an agreement to indemnify Parent, signed exactly as the name or names of the registered Holder or Holders of SXCP Public Units appeared on the books of SXCP immediately prior to the Effective Time, together with a customary bond and such other documents, in each case, as Parent may reasonably require in connection therewith. After the Effective Time, there shall be no further transfer on the records of SXCP or its transfer agent of SXCP Certificates so surrendered or Book-Entry SXCP Common Units (provided, however, that the foregoing shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and not restrict the transfer of any SXCP Partnership Interests other than the SXCP Public Units after the Effective Time); and if such SXCP Certificates or Book-Entry SXCP Common Units are presented to SXCP or its transfer agent for transfer, for all corporate purposesthey shall be canceled against delivery of the appropriate Merger Consideration, subject any Fractional Share Proceeds and any dividends and distributions payable pursuant to Section 1.7(d2.2(c) and/or (d) as hereinabove provided. Until Surrendered as contemplated by this Section 2.2(b), each SXCP Certificate or Book-Entry SXCP Common Unit shall be deemed at any time after the Effective Time to dividends and other distributions, to evidence represent only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of upon such Surrender the issuance of appropriate Merger Consideration, together with any fractional shares in accordance with dividends and distributions payable pursuant to Section 1.6(f2.2(c) and and/or (d), the appropriate Fractional Share Proceeds as contemplated by this Section 2.2. No interest will be paid or will accrue on any Fractional Share Proceeds or any dividends or distributions payable pursuant to Section 1.7(d2.2(c) and/or (d).

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (i) a certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, (ii) payment in cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f1.11 and (iii) and the amount of any dividends or other distributions payable which such holder has the right to receive pursuant to Section 1.7(d1.12(d), and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.11. Any portion of the shares of Parent Common Stock or cash deposited with the Exchange Agent pursuant to Section 1.12(b) which remains undistributed to the holders of the Certificates representing shares of Company Common Stock for six (6) months after the Effective Time shall be delivered to Parent, upon demand, and any holders of shares of Company Common Stock who have not theretofore complied with this Article I shall thereafter look only to Parent and only as general creditors thereof for payment of their claim for Parent Common Stock, any cash in lieu of fractional shares of Parent Common Stock and any dividends or distributions payable pursuant with respect to Section 1.7(d)Parent Common Stock to which such holders may be entitled.

Exchange Procedures. Promptly (i) As promptly as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each person who was, at the Effective Time, a holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares Shares were converted into the right to receive shares of Parent Common Stock the Per Share Merger Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), 2.04(a): (iA) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates (or an affidavit of loss in lieu thereof) to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) Agent); and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares (or an affidavit of Parent Common Stock, cash loss in lieu of any fractional shares thereof) pursuant to Section 1.6(fsuch letter of transmittal. (ii) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent of a Certificate (or to such other agent or agents as may be appointed by Parentan affidavit of loss in lieu thereof) for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (A) a certificate representing the that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares Shares which such holders have holder has the right to receive in respect of the Shares formerly represented by such Certificate (after taking into account all Shares then held by such holder), (B) cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 1.6(f3.01(e), and (C) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d3.01(c), and the Certificates Certificate (or an affidavit of loss in lieu thereof) so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a certificate representing the proper number of 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 Shares, cash in lieu of the issuance of any fractional shares in accordance with Parent Common Shares to which such holder is entitled pursuant to Section 1.6(f3.01(e) and any dividends or other distributions payable to which such holder is entitled pursuant to Section 1.7(d3.01(c) may be delivered to a transferee if the Certificate (or an affidavit of loss in lieu thereof) representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer Taxes have been paid. Until surrendered as contemplated by this Section 3.01, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the certificate representing Parent Common Shares, cash in lieu of any fractional Parent Common Shares to which such holder is entitled pursuant to Section 3.01(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.01(c).

Exchange Procedures. Promptly As soon as practicable after the Effective ------------------- Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent NetIQ ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company MCS Common Stock whose shares were converted into the right to receive shares of Parent NetIQ Common Stock pursuant to Section 1.61.7, cash in lieu of any fractional shares pursuant to Section 1.6(f1.7(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d), (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 contain be in such form and have such other provisions as Parent NetIQ may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent NetIQ Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.7(f) and any dividends or other distributions pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentNetIQ, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent NetIQ Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.7(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent NetIQ Common Stock into which such shares of Company MCS Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate Certificate or certificates (the "CERTIFICATES"), Certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were (other than certificates representing Company Stock Awards which shall be converted into the right to receive shares of Parent Common Stock pursuant to in accordance with Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.8 hereto) and any dividends or other distributions pursuant to Section 1.7(d), (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 proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specifybe in customary form and subject to the reasonable approval of the Company prior to the Effective Time) and (ii) instructions for its use in effecting the surrender of the Certificates in exchange for certificates representing the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificates. Upon surrender of a Certificate for cancellation to the Exchange Agent together with such letter of transmittal, properly completed and duly executed, and such other documents as may be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 1.7 (after taking into account all shares of Company Common Stock previously represented by all Certificates then held by such holder) and (B) a check in the amount equal to the cash portion of the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 1.7 and this Article 2, including cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 2.1(e) and dividends and other distributions pursuant to Section 2.1(c). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of 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 payable in respect of such shares of Company Common Stock may be paid to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and the Person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other Taxes required by reason of the delivery of the Merger Consideration in any name other than that of the registered holder of the Certificate surrendered, or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. Until surrendered as contemplated by this Section 2.1, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(f2.1(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.1(c).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain containing 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Timethat such holder has a right to receive pursuant to Section 1.6(a), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the payment of dividends and or other distributions, to evidence only the ownership of right to receive the number of full shares of Parent Common Stock into which issuable in exchange for such shares of Company Common Stock shall have been so converted pursuant to Section 1.6(a) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after (a) At or prior to the First Effective Time, Parent the parties shall deposit, or shall cause the Exchange Agent to mail be deposited, with a bank or trust company agreed to by each holder of record (as of the Effective Time) of a certificate or certificates Star and Firstar (the "CERTIFICATESExchange Agent"), which immediately prior to for the Effective Time represented outstanding benefit of the holders of Certificates (as defined herein), for exchange in accordance with this Article III, certificates representing the shares of Company Firstar (WI) Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6Stock, and cash in lieu of any fractional shares (such cash and certificates for shares of Firstar (WI) Common Stock, together with any dividends or distributions with respect thereto, being hereinafter referred to as the "Exchange Fund"), to be issued pursuant to Sections 1.4 and 2.4 and paid pursuant to Section 1.6(f3.2 in exchange for outstanding shares of Firstar Common Stock and Star Common Stock. Firstar and Star shall deliver to Firstar (WI) a complete list of their respective shareholders (including their respective names, addresses and any dividends TINs to the extent reflected in the records maintained by such party or other distributions pursuant its transfer agent) as of the record date for the shareholder meetings to Section 1.7(d)be called by the parties as provided for herein and as of the First Effective Time for Firstar and the Effective Time for Star, in each case which delivery shall be made as soon as practicable after the respective date. (ib) As soon as practicable after the Effective Time, the Exchange Agent shall mail to each holder of record immediately prior to the First Effective Time or the Effective Time, as applicable, of one or more Firstar Common Certificates or Star Common Certificates (collectively, the "Certificates") 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 contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing the shares of Parent Firstar (WI) Common Stock, Stock issuable and any cash in lieu of any fractional shares payable pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)this Agreement. Upon proper surrender of Certificates a Certificate for exchange and cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates therefor, as applicable, (i) a certificate representing the that number of whole shares of Parent Firstar (WI) Common Stock into to which their shares such holder of Company Star Common Stock were converted at or Firstar Common Stock shall have become entitled pursuant to the Effective Timeprovisions of Articles I and II, payment as applicable, and (ii) a check representing the amount of any cash in lieu of fractional shares which such holders have holder has the right to receive in respect of the Certificate surrendered pursuant to Section 1.6(f) the provisions of this Article III and any dividends dividend or distributions payable pursuant to Section 1.7(d)distribution theretofore declared and not yet paid on such shares of Firstar (WI) Common Stock, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. Until No interest will be paid or accrued on any cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. (c) If any certificate representing shares of Firstar (WI) Common Stock is to be issued in a name other than that in which the Certificate 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 appropriate instrument of transfer) and otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Exchange Agent in advance any transfer or other taxes required by reason of the issuance of a certificate representing shares of Firstar (WI) Common Stock in any name other than that of the registered holder of the Certificate surrendered, outstanding or required for any other reason, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. The Surviving Corporation or the Exchange Agent shall accept Certificates will upon compliance with such other reasonable terms and conditions as the Surviving Corporation or the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary exchange practices. Certificates shall be deemed from appropriately endorsed or accompanied by such instruments of transfer as the Surviving Corporation or the Exchange Agent may require. (d) Any portion of the Exchange Fund, including any earnings thereon, which remains undistributed to the holders of Certificates for six months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and after any holders of Certificates who have not theretofore complied with this Section 3.1 shall thereafter look only to the Surviving Corporation for payment of their claim for the consideration provided for herein and any unpaid dividends and distributions on the Firstar (WI) Common Stock deliverable in respect of such Certificates. (e) After the Effective Time, holders of Certificates shall cease to have any rights with respect to the stock previously represented by such Certificates, and their sole rights shall be to exchange such Certificates for all corporate purposesthe consideration provided for in this Agreement. After the Effective Time, subject there shall be no further transfers on the records of Firstar of Firstar Common Certificates and no further transfers on the records of Star of Star Common Certificates, and if such Certificates are presented to Section 1.7(dFirstar or Star, as applicable, for transfer, they shall be cancelled against delivery of the consideration provided therefor in this Agreement. Firstar (WI) shall not be obligated to deliver the consideration to which any former holder of securities is entitled as a result of the Merger until such holder surrenders the Certificates as provided herein. No dividends declared on Firstar (WI) Common Stock will be remitted to any holder of Firstar Common Stock or the Star Common Stock entitled to receive Firstar (WI) Common Stock under this Agreement until such person surrenders the Certificate representing the right to receive such Firstar (WI) Common Stock, at which time such dividends shall be remitted to such person, without interest and other distributionsless any taxes that may have been imposed thereon. Neither the Exchange Agent nor any party to this Agreement nor any affiliate thereof shall be liable to any holder of stock represented by any Certificate for any consideration paid to a public official pursuant to applicable abandoned property, escheat or similar laws. The Surviving Corporation and the Exchange Agent shall be entitled to rely upon the stock transfer books of Firstar and Star to establish the identity of those persons entitled to receive consideration specified in this Agreement, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any Certificate, the Surviving Corporation and the Exchange Agent shall be entitled to deposit any consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (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 reasonably required by Firstar (WI), the posting by such person of a bond in such amount as Firstar (WI) may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the shares of Firstar (WI) Common Stock and any cash in lieu of fractional shares deliverable in respect thereof pursuant to this Agreement. (g) Former holders of record as of the First Effective Time of shares of Firstar Common Stock and as of the Effective Time of Star Common Stock shall not be entitled, at and after the First Effective Time and the Effective Time, respectively, to evidence only the ownership vote any shares of the number of full shares of Parent Firstar (WI) Common Stock into which until their Certificates shall have been surrendered in accordance with this Article III and certificates evidencing such shares of Company Firstar (WI) Common Stock shall have been so converted and the right to receive an amount issued in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)exchange therefor.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES")certificates, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into (the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d"Certificates"), (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 contain such other provisions as Parent may reasonably specifyAgent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common StockStock pursuant to Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Timepursuant to Section 1.6(a), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or other distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full whole shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted (including any voting, notice or other rights associated with the ownership of such shares of Parent Common Stock under the Certificate of Incorporation or Bylaws of Parent or under Delaware Law) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or other distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(d) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form for their certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (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 contain be in such form and have such other customary 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, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(d) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(d) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent New Andrx shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Andrx Capital Stock or Cybear Capital Stock, as applicable, whose shares were converted into the right to receive shares of Parent New Andrx Common Stock and/or Cybear Tracking Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f2(f) and any dividends or other distributions pursuant to Section 1.7(d2(o), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk 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 contain such other provisions as Parent New Andrx may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent New Andrx Capital Stock and/or Cybear Tracking Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) as applicable, and any dividends or other distributions pursuant to Section 1.7(d2(o). Upon surrender of the Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent New Andrx Common Stock and/or Cybear Tracking Common Stock, as applicable, into which their shares of Company Common Andrx Capital Stock or Cybear Capital Stock were converted converted, as applicable, at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) Time and any dividends or distributions payable pursuant to Section 1.7(d2(o), and payment in lieu of fractional shares which the holder has the right to receive pursuant to Section 2(j) and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d2(o) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent New Andrx Common Stock and/or Cybear Tracking Common Stock into which such shares of Company Common Andrx Capital Stock or Cybear Capital Stock, as applicable, shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2(o). If any portion of the New Andrx Common Stock and/or Cybear Tracking Common Stock (and any dividends or distributions thereon), otherwise payable hereunder to any person, is to be issued or paid to a person other than the person in whose name the Certificate is registered, it shall be a condition to such issuance or payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such issuance or payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such issuance or payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable.

Exchange Procedures. (a) At or prior to the Effective Time, Parent shall deposit with its transfer agent, who shall act as the "Exchange Agent" for the purpose of exchanging Certificates for the Merger Consideration, in trust for the benefit of holders of shares of Company Common Stock, certificates representing the Parent Common Stock issuable pursuant to Section 1.8 in exchange for outstanding shares of Company Common Stock. Parent agrees to make available directly or indirectly to the Exchange Agent from time to time as needed, cash sufficient to pay cash in lieu of fractional shares pursuant to Section 2.4 and any dividends and other distributions pursuant to Section 2.2. (b) Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates Certificate (the "CERTIFICATES")i) a letter of transmittal, which immediately prior letter shall be in customary form and have such provisions as Parent may reasonably specify and (ii) instructions for effecting the surrender of such Certificates in exchange for the applicable Merger Consideration. Upon surrender of a Certificate to the Effective Time represented outstanding Exchange Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive in exchange therefore (A) one or more shares of Parent Common Stock representing, in the aggregate, the whole number of shares that such holder has the right to receive pursuant to Section 1.8 (after taking into account all shares of Company Common Stock whose shares were converted into then held by such holder) and (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, consisting of cash in lieu of any fractional shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) 2.4 and any dividends or and other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall 2.2. No interest will 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 contain 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, paid or will accrue on any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to 2.2 or Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)2.4.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the The Exchange Agent to shall mail to each holder of record of certificates of Company Common Stock and Company Preferred Stock (as of the Effective Time) of a certificate or certificates (the "COMPANY CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, Shares (and cash in lieu of any fractional shares pursuant to Section 1.6(f3.04) and any dividends or other distributions pursuant to Section 1.7(d), promptly after the Effective Time: (i) a form letter of transmittal in customary form and substance reasonably satisfactory to Company (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery receipt of the Company Certificates to by the Exchange Agent Agent, and shall contain 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 Company Certificates in exchange for certificates representing shares of Parent Common Stock, Certificates (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Company 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 transmittaltransmittal and Stockholder Representation Letter, duly completed and validly executed in accordance with executed, and such other documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates Company Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Parent Common Stock into which their shares Shares that such holder has the right to receive pursuant to this Article III and payment of Company Common Stock were converted at the Effective Time, payment cash in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)3.04, and the Certificates Company Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Company Certificate that, prior to the Effective Time, represented shares of Company Common Stock or Company Preferred Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, Time to evidence only the ownership of right to receive the number of full shares of Parent Common Stock Shares into which such shares of Company Common Stock or Company Preferred Stock, as the case may be, shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and 3.04. Notwithstanding any dividends other provision of this Agreement, no interest will be paid or distributions will accrue on any cash payable to holders of Company Certificates pursuant to Section 1.7(d)the provisions of this Article III.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (of one or more shares of Company Common Stock as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), : (i) a letter of transmittal in customary form (the “Letter of Transmittal”), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon delivery of the corresponding Certificates to the Exchange Agent or receipt by the Exchange Agent of an “agent’s message” with respect to Book Entry Shares and shall contain 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 such Certificates or Book Entry Shares in exchange for certificates representing the Merger Consideration and any unpaid dividends and distributions on shares of Parent Common Stock, cash Stock in lieu of any fractional shares pursuant to accordance with Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d4.2(c). Upon surrender of Certificates a Certificate or Book Entry Shares for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent, the holder of such Certificates Certificate or Book Entry Shares shall be entitled to receive in exchange therefor certificates representing (x) one or more shares of Parent Common Stock which shall be in uncertificated book-entry form unless a physical certificate is requested (in accordance with Section 4.2(i)) and which shall represent, in the aggregate, that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f4.1(a) and any dividends or distributions payable (y) a check representing cash in lieu of fractional shares, if any, pursuant to Section 1.7(d)4.2(e) and unpaid dividends and distributions, if any, which such holder has the right to receive pursuant to the provisions of this Article IV, after giving effect to any required withholding Tax, and the Certificates any Certificate or Book Entry Shares so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates No interest will be deemed from paid or will accrue on the cash in lieu of fractional shares and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to unpaid dividends and other distributions, if any, payable to evidence only holders of Company Common Stock. In the event of a transfer of ownership of Company Common Stock that is not registered in the number transfer records of full the Company, one or more shares of Parent Common Stock into which shall be in uncertificated book-entry form unless a physical certificate is requested (in accordance with Section 4.2(i)) and which shall represent, in the aggregate, the proper number of shares of Parent Common Stock, together with a check for cash in lieu of fractional shares, if any and unpaid dividends and distributions, if any, which such shares of Company Common Stock shall have been so converted and holder has the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)the provisions of this Article IV, may be issued to such a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, the Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which ) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6the Merger Consideration, together with any cash in lieu of any fractional shares payable pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain be in such form and have such other provisions as the Parent may reasonably specify, provided that risk of loss and title shall already have passed with respect to Certificates previously surrendered in connection with Section 1.6(b)(i)) and (ii) instructions for use in effecting the surrender exchange of the Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, together with any cash in lieu of any fractional shares payable pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of a Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeMerger Consideration, payment in lieu of fractional shares which such holders have the right to receive together with any cash payable pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock and the aggregate Per Share Cash Amount into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time, Parent shall cause but in any event within five (5) Business Days thereafter, the Exchange Agent to shall mail to each holder of record (as of the Effective TimeCertificate(s) of a certificate or certificates (the "CERTIFICATES")Book-Entry Shares which, which immediately prior to the Effective Time Time, represented outstanding shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4 (“Exchanged Shares”), along with, in each case, any cash in lieu of fractional shares of Parent Common Stock pursuant to Section 1.6, cash be issued or paid in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)consideration therefor, (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 Certificate(s) or Book-Entry Shares shall pass, only upon delivery of the Certificates Certificate(s) (or affidavits of loss in lieu of such Certificate(s))) or Book-Entry Shares to the Exchange Agent and shall contain be substantially in such form and have such other provisions as Parent may reasonably specifyshall be prescribed by the Exchange Agent Agreement (the “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates surrendering Certificate(s) or Book-Entry Shares in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, any cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into to be issued or paid in consideration therefor and any dividends or distributions to which their shares such holder is entitled pursuant to Section 2.3(c). (b) Upon surrender to the Exchange Agent of Company Common Stock were converted at its Certificate(s) or Book-Entry Shares, accompanied by a properly completed Letter of Transmittal, a holder of Exchanged Shares will be entitled to receive promptly after such surrender in accordance with the Effective TimeExchange Agent’s customary practice, payment the Merger Consideration and any cash in lieu of fractional shares which such holders have of Parent Common Stock to be issued or paid in consideration therefor in respect of the right to receive pursuant to Section 1.6(fExchanged Shares represented by its Certificate(s) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledBook-Entry Shares. Until so surrendered, outstanding Certificates will be deemed from and each such Certificate or Book-Entry Shares shall represent after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership right to receive, without interest, the Merger Consideration and any cash in lieu of the number of full fractional shares of Parent Common Stock into to be issued or paid in consideration therefor upon surrender of such Certificate or Book-Entry Shares in accordance with, and any dividends or distributions to which such holder is entitled pursuant to, this Article II. (c) No dividends or other distributions with respect to Parent Common Stock shall be paid to the holder of any unsurrendered Certificate or Book-Entry Shares with respect to the shares of Parent Common Stock represented thereby, in each case unless and until the surrender of such Certificate or Book-Entry Share in accordance with this Article II. Subject to the effect of applicable abandoned property, escheat or similar Laws, following surrender of any such Certificate or Book-Entry Share in accordance with this Article II, the record holder thereof shall be entitled to receive, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time theretofore payable with respect to the whole shares of Parent Common Stock represented by such Certificate or Book-Entry Share and paid prior to such surrender date, and/or (ii) at the appropriate payment date, the amount of dividends or other distributions payable with respect to shares of Parent Common Stock represented by such Certificate or Book-Entry Shares with a record date after the Effective Time (but before such surrender date) and with a payment date subsequent to the issuance of the Parent Common Stock issuable with respect to such Certificate or Book-Entry Shares. (d) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Exchanged Shares that are not registered in the stock transfer records of the Company, the shares of Parent Common Stock and Cash Consideration plus any cash in lieu of fractional shares of Parent Common comprising the Merger Consideration shall be issued or paid in exchange therefor to a Person other than the Person in whose name the Certificate or Book-Entry Shares so surrendered is registered if the Certificate or Book-Entry Shares formerly representing such Exchanged Shares shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar taxes required by reason of the payment or issuance to a Person other than the registered holder of the Certificate or Book-Entry Shares, or establish to the reasonable satisfaction of Parent that the tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the earlier of (x) the one-year anniversary of the Effective Time and (y) the expiration or termination of the Exchange Agent Agreement, Parent or the Surviving Corporation) shall be entitled to deduct and withhold from any cash otherwise payable pursuant to this Agreement to any holder of Exchanged Shares such amounts as the Exchange Agent, Parent or the Surviving Corporation, as the case may be, is required to deduct and withhold under the Code, or any provision of state, local or foreign Tax Law, with respect to the making of such payment. To the extent the amounts are so withheld by the Exchange Agent, Parent or the Surviving Corporation, as the case may be, and timely paid over to the appropriate Governmental Entity such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Exchanged Shares in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (e) After the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Company Common Stock or Company Warrants that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of such Company Common Stock or Company Warrants that occurred prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares representing any such shares of Company Common Stock are presented for transfer to the Exchange Agent, they shall have been so converted be cancelled and exchanged for the right to receive an amount in applicable Merger Consideration and any cash in lieu of fractional shares of Parent Common Stock to be issued or paid in consideration therefor in accordance with the procedures set forth in this Article II. (f) Notwithstanding anything to the contrary contained in this Agreement, no fractional shares of Parent Common Stock shall be issued upon the surrender of Certificates or Book-Entry Shares for exchange, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a shareholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive such fractional share an amount in cash (rounded to the nearest cent) determined by multiplying (i) the Parent Average Closing Price by (ii) the fraction of a share (after taking into account all shares of Company Common Stock held by such holder at the Effective Time and rounded to the nearest thousandth when expressed in accordance with Section 1.6(fdecimal form) and any dividends or distributions payable of Parent Common Stock to which such holder would otherwise be entitled to receive pursuant to Section 1.7(d)1.4. (g) Any portion of the Exchange Fund that remains unclaimed by the shareholders of the Company as of the one (1) year anniversary of the Effective Time will be transferred to Parent. In such event, any former shareholders of the Company who have not theretofore complied with this Article II shall thereafter look only to Parent with respect to the Merger Consideration, any cash in lieu of any fractional shares, and any unpaid dividends and distributions on the Parent Common Stock deliverable in respect of each share of Company Common Stock such shareholder holds as determined pursuant to this Agreement, in each case, without any interest thereon. Notwithstanding the foregoing, none of Parent, the Surviving Corporation, the Exchange Agent or any other Person shall be liable to any former holder of shares of Company Common Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable Merger Consideration deliverable in respect thereof pursuant to this Agreement.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates")) which, which immediately prior to the Effective Time Time, represented outstanding shares of Company RadioMetrix Common Stock whose shares were converted into the right to receive shares of Parent SmartGate Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), : (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 contain be in such form and have such other provisions as Parent SmartGate may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent SmartGate Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSmartGate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates therefor, a certificate representing the number of whole shares of Parent SmartGate Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive holder is entitled pursuant to the Merger Consideration payment provisions of Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of RadioMetrix Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent SmartGate Common Stock into which such shares of Company RadioMetrix Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with the Merger Consideration payment provisions of Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares were converted into (other than Dissenting Shares, if applicable) (collectively, the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d"CERTIFICATES"), (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 proper delivery of the Certificates to the Exchange Agent and shall contain 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 evidencing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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 executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their such holder has the right to receive in respect of the shares of Company Common Stock were converted at formerly evidenced by such Certificate in accordance with Section 2.01, less that holder's pro rata portion of the Effective Time, payment shares (rounded to the nearest whole share) to be held in escrow pursuant to Sections 5.05 and 8.06 and (B) cash in lieu of fractional shares of Parent Common Stock to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f2.02(e) (such shares of Parent Common Stock and any dividends or distributions payable pursuant to Section 1.7(dcash, if any, being collectively, the "MERGER CONSIDERATION"), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company, a certificate evidencing the proper number of full shares of Parent Common Stock into which may be issued in accordance with this Article II to a transferee if the Certificate evidencing such shares of Company Common Stock shall is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been so converted and paid. Until surrendered as contemplated by this Section 2.02, each of the Certificates shall be deemed at any time after the Effective Time to evidence only the right to receive an amount in cash in lieu of receive, upon such surrender, the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Merger Consideration.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Certificates (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 proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) ), and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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 executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their such holder has the right to receive in accordance with Section 3.1 hereof in respect of the shares of Company Common Stock were converted at the Effective Timeformerly evidenced by such Certificate, payment (B) any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(c), and (C) cash in lieu respect of fractional shares which such holders have as provided in Section 3.1(f) (the right to receive pursuant to Section 1.6(f) shares of Parent Common Stock and any dividends or distributions payable pursuant to Section 1.7(dcash being, collectively, the "Merger Consideration"), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered in the transfer records of the Company as of the Effective Time, shares of Parent Common Stock, dividends or distributions as provided in Section 3.2(c), and cash in respect of fractional shares as provided in Section 3.1(f), may be issued and paid in accordance with this Article III to a transferee if the Certificate evidencing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 3.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of the Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock Stock, and cash in respect of fractional shares, into which such shares of the Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly As soon as practicable (and in any event not later than five (5) business days) after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted pursuant to Section 2.1 into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f(the "Stock Certificates") and to each holder of record of a certificate or instrument which immediately prior to the Effective Time evidenced any dividends or other distributions pursuant to outstanding 1996 Plan Options and Chairman Options (each, as defined in Section 1.7(d2.4(b)) (the "Option Certificates" and, collectively together with the Stock Certificates, the "Certificates"), (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 proper delivery of the Certificates to the Exchange Agent and shall contain be in such other 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 certificates representing shares of Parent Common Stock, Stock and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)shares, if any. Upon surrender of Certificates a Stock 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 properly executed in accordance with the instructions theretothereto and such other customary documents and tax forms as may reasonably be required pursuant to such instructions, the holders holder of such Certificates Stock Certificate shall be entitled to receive in exchange therefor certificates (A) a certificate representing the that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeStock, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to the provisions of this Article II, (B) cash in lieu of any fractional shares of Parent Stock to which such holder is entitled pursuant to Section 1.6(f2.3(e) hereof, after giving effect to any required tax withholdings, and (C) any dividends or distributions payable to which such holder is entitled pursuant to Section 1.7(d2.3(c), after giving effect to any required tax withholding (the items referred to in clauses (A), (B) and (C) being, collectively, the "Merger Consideration"), and the Certificates Stock Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after In the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the event of a transfer of ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall which is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been so converted paid. No interest will be paid on the cash in lieu of fractional shares, if any, and unpaid dividends and distributions, if any, payable to holders of shares of Parent Stock. Until surrendered as contemplated by this Section 2.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive an amount in cash in lieu of upon surrender the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Merger Consideration.

Exchange Procedures. Promptly (a) At or prior to the First Effective Time, Newco shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of Old Certificates, for exchange in accordance with Article 1 and Article 2 and this Article 3, certificates representing Newco Common Stock ("New Certificates") (together with any dividends or distributions with respect thereto and any cash to be paid hereunder in lieu of fractional shares of Newco Common Stock (without any interest thereon), the "Exchange Fund") to be paid pursuant to Article 1 and Article 2 and this Article 3 in exchange for outstanding shares of Union Planters Common Stock and Regions Common Stock. (b) As promptly as practicable after the Effective Time and the First Effective Time, Parent respectively, Newco shall send or cause the Exchange Agent to mail be sent to each former holder of record (as of the Effective Time) shares of a certificate or certificates (the "CERTIFICATES"), which Union Planters Common Stock and Regions Common Stock immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into and the right to receive shares of Parent Common Stock pursuant to Section 1.6First Effective Time, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(drespectively (each, a "Holder"), (i) a letter of transmittal materials for use in customary form exchanging such Holder's Old Certificates for the consideration set forth in Article 1 and Article 2 (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates theretofore representing such shares of Union Planters Common Stock and Regions Common Stock shall pass, only upon proper delivery of such certificates to the Exchange Agent). Newco shall cause the New Certificates for shares of Newco Common Stock into which shares of a Holder's Union Planters Common Stock or Regions Common Stock, as the case may be, are converted at the Effective Time or dividends or distributions which such Person shall be entitled to receive and any fractional share interests (in the case of Regions Holders only), to be delivered to such Person upon delivery to the Exchange Agent and shall contain of Old Certificates representing 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 Union Planters Common Stock or Regions Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to as the Exchange Agent or to such other agent or agents as case may be appointed by Parentbe, together with such letter of transmittalthe transmittal materials, duly executed and completed and validly executed in accordance with the instructions thereto. No interest will accrue or be paid on any such cash to be paid pursuant to Article 1 and Article 2 and this Article 3 upon such delivery. If any New Certificate is to be issued or any cash payment is to be made in a name other than that in which the Old Certificate surrendered in exchange therefor is registered, the holders it shall be a condition of such Certificates exchange that the Person requesting such exchange shall pay any transfer or other Taxes required by reason of the issuance of such New Certificate or the making of such cash payment in a name other than that of the registered Holder of the Old Certificate surrendered, or shall establish to the satisfaction of Newco and the Exchange Agent that any such Taxes have been paid or are not applicable. Any Person who the Parties reasonably believe to be an "affiliate" of Union Planters or Regions for purposes of Rule 145 of the 1933 Act shall not be entitled to receive any New Certificate or payment pursuant to Article 1 or Article 2 or this Article 3 until such Person shall have duly executed and delivered an appropriate agreement as described in Section 5.16. (c) Notwithstanding the foregoing, none of the Exchange Agent, any of the Parties or any of their respective Subsidiaries shall be liable to any former Holder of Union Planters Common Stock or Regions Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. (d) If any Old Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Old Certificate to be lost, stolen or destroyed and, if required by Newco or the Exchange Agent, the posting by such Person of a bond in such reasonable amount as Newco or the Exchange Agent may direct as indemnity against any claim that may be made against it with respect to such Old Certificate, Newco or the Exchange Agent shall, in exchange therefor certificates representing for the number of whole shares of Parent Union Planters Common Stock into which their or Regions Common Stock represented by such lost, stolen or destroyed Old Certificate, issue or cause to be issued a New Certificate and pay or cause to be paid the amounts, if any, deliverable in respect to the shares of Company Union Planters Common Stock were converted at or Regions Common Stock, as the case may be, formerly represented by such Old Certificate pursuant to this Agreement. (e) Any portion of the Exchange Fund that remains unclaimed by the Holders of Union Planters and Regions for six months after the Effective Time, payment in lieu of fractional shares which such holders have the right Time shall be returned to receive pursuant to Section 1.6(f) and Newco (together with any dividends or distributions payable earnings in respect thereof). Any Holders of Union Planters or Regions who have not theretofore complied with this Article 3 shall thereafter be entitled to look only to Newco, and only as a general creditor thereof, for payment of the consideration deliverable in respect of each share of Union Planters Common Stock or Regions Common Stock such Holder holds as determined pursuant to Section 1.7(d)this Agreement, and the Certificates so surrendered shall forthwith be canceled. Until so surrenderedin each case, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock 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 without any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)interest thereon.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock and cash pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) Stock and any dividends or other distributions pursuant to Section 1.7(d)cash. Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock (less the number of Escrow Shares to be deposited into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which Escrow Fund on such holders have the right holder's behalf pursuant to receive Article VII) and cash payable to such Shareholder pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(b), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(e) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock and cash into which such shares of Company Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.8(e).

Exchange Procedures. Promptly after the Effective TimePrior to Closing, Parent shall cause the Exchange Agent to mail deliver to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificate"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Stock, whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, Shares (and cash in lieu of any fractional shares shares) pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)2.6, (i) a letter of transmittal in customary form consistent with the terms hereof (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt of the Certificates to the Exchange Agent by Parent, and shall contain be in such form and have such other provisions as shall be acceptable to Parent may reasonably specifyand the Company) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, Shares (and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dshares). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent Parent 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares Parent Common Shares less the number of Parent Common Stock into which their shares of Company Common Stock were converted at Shares to be deposited in the Effective Time, Escrow Fund on such holder's behalf pursuant to Sections 2.7(e) and 9 hereof and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.6(e), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock Shares into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.6(e).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause H▇▇▇▇▇'▇ will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Cer▇▇▇▇▇▇▇▇s (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 proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent Harrah's may reasonably specify) ), and (ii) instructions for use in effecting to effect the surrender of surre▇▇▇▇ ▇▇ the Certificates in exchange for the certificates representing evidencing shares of Parent Harrah's Common Stock, Stock (plus cash in lieu of any fractional shares pursuant to shares, if any, of Harrah's ▇▇▇▇▇▇ ▇tock as provided in Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d2.1(f)). Upon surrender of Certificates a C▇▇▇▇▇▇▇▇te 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 executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Harrah's Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(fin accordance with ▇▇▇ ▇▇▇▇ange Ratio in respect of the shares of Rio Common Stock formerly evidenced by such Certificate, (B) and any dividends or distributions payable to which such holder is entitled pursuant to Section 1.7(d2.2(c), and (C) cash in respect of fractional shares as provided in Section 2.1(f) (such shares of Harrah's Common Stock, dividends, distributions, and cash, collectively, the "MERG▇▇ ▇▇▇▇IDERATION"), and the Certificates Certificate so surrendered registered shall forthwith be canceled. In the event of a transfer of ownership of shares of Rio Common Stock which is not registered in the transfer records of Rio as of the Effective Time, the Merger Consideration may be issued and paid in accordance with this Article II to a transferee if the Certificate evidencing such shares of Rio Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer pursuant to this Section 2.2(b) and by evidence that any applicable stock transfer taxes have been paid. Until so surrendered, each outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).Certificate

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) Time of a certificate or certificates (the "CERTIFICATES")certificates, which immediately prior to the Effective Time represented outstanding shares of Company Chelsea Common Stock whose shares were converted into and Chelsea Preferred Stock (the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f“Certificates”) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (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 contain such other provisions as Parent may reasonably specify) Parent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares Stock pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.6(a). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Chelsea Common Stock and/or Chelsea Preferred Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(a), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full whole shares of Parent Common Stock into which such shares of Company Chelsea Common Stock and/or Chelsea Preferred Stock shall have been so converted and (including any voting, notice or other rights associated with the right to receive an amount in cash in lieu ownership of such shares of Parent Common Stock under the issuance Articles of any fractional shares in accordance with Section 1.6(f) and any dividends Incorporation or distributions payable pursuant to Section 1.7(dBylaws of Parent or under the CBCA).

Exchange Procedures. Promptly (i) 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 Effective Time) of a certificate or certificates (the "CERTIFICATES")Tide West Certificate that, which immediately prior to the Effective Time Time, represented outstanding shares of Company Tide West Common Stock whose shares were Stock, which was converted into the right to receive shares of Parent Common Stock and Cash Consideration pursuant to Section 1.62.4(b)(i), a letter of transmittal to be used to effect the exchange of such Tide West Certificate for a Parent Certificate (and cash in lieu of any fractional shares pursuant to Section 1.6(fshares) and any dividends or other distributions pursuant to Section 1.7(d)the Cash Consideration, (i) a along with instructions for using such letter of transmittal in customary form to effect such exchange. The letter of transmittal (which or the instructions thereto) shall specify that delivery of any Tide West Certificate shall be effected, and risk of loss and title to the Certificates thereto shall pass, only upon delivery of the Certificates such Tide West Certificate to the Exchange Agent and shall contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentof a Tide West Certificate for cancellation, together with such letter of transmittal, a duly completed and validly executed letter of transmittal and any other required documents (including, in accordance with the instructions theretocase of any Person constituting an "affiliate" of Tide West for purposes of Rule 145(c) and (d) under the Securities Act, a written agreement from such Person as described in Section 5.10, if not theretofore delivered to Parent), (A) the holders holder of such Certificates Tide West Certificate shall be entitled to receive in exchange therefor certificates a Parent Certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which and Cash Consideration that such holders have holder has the right to receive pursuant to Section 1.6(f) 2.4(b)(i), any cash in lieu of fractional shares of Parent Common Stock as provided in Section 2.5(e), and any unpaid dividends or and distributions payable that such holder has the right to receive pursuant to Section 1.7(d2.5(c) (after giving effect to any required withholding of taxes), ; and (B) the Certificates Tide West Certificate so surrendered shall forthwith be canceledcancelled. Until so surrenderedNo interest shall be paid or accrued on the Cash Consideration, outstanding Certificates will be deemed from cash in lieu of fractional shares and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to unpaid dividends and other distributions, if any, payable to evidence only holders of Tide West Certificates. (iii) In the event of a transfer of ownership of Tide West Common Stock that is not registered in the transfer records of Tide West, a Parent Certificate representing the appropriate number of full shares of Parent Common Stock into which and the appropriate Cash Consideration (along with any cash in lieu of fractional shares and any unpaid dividends and distributions that such holder has the right to receive) may be issued or paid to a transferee if the Tide West Certificate representing such shares of Company Tide West Common Stock shall is presented to the Exchange Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been so converted and paid. (iv) Until surrendered as contemplated by this Section 2.5(b), each Tide West Certificate shall be deemed at any time after the Effective Time to represent only the right to receive an amount upon such surrender a Parent Certificate representing shares of Parent Common Stock and Cash Consideration as provided in Section 2.4(b)(i) (along with any cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any unpaid dividends or distributions payable pursuant to Section 1.7(dand distributions).

Exchange Procedures. Promptly after the Effective Time, and in no event more than three (3) business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, 1.6 and cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain such other customary 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted into the right to receive at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu the applicable number of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).full

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock Ordinary Shares pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.4, (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 contain 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 StockOrdinary Shares, cash in lieu of any fractional shares pursuant to Section 1.6(f1.4(c) and any dividends or other distributions pursuant to Section 1.7(d1.5(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor therefor, and the Exchange Agent shall deliver to the holders, certificates representing the number of whole shares of Parent Common Stock Ordinary Shares into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.4(c) and any dividends or distributions payable pursuant to Section 1.7(d1.5(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of whole Parent Common Stock Ordinary Shares into which such shares of Company Common Stock shall have been so converted converted, and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.4(c) and any dividends or distributions payable pursuant to Section 1.7(d1.5(d).. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article I.

Exchange Procedures. Promptly after the Effective Time, Parent Exar shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Sipex Common Stock whose shares that were converted into the right to receive shares of Parent Exar Common Stock pursuant to Section 1.61.7 hereof, cash in lieu of any fractional shares pursuant to Section 1.6(f1.8(d) and hereof and/or any dividends or other distributions pursuant to Section 1.7(d), 1.8(e) hereof: (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 contain be in such form and have such other provisions as Parent Exar may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Parent Exar Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.8(d) hereof and any dividends or other distributions pursuant to Section 1.7(d)1.8(e) hereof. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Exar Common Stock (after taking into account all Certificates surrendered by such holder) to which their shares of Company Common Stock were converted at the Effective Timesuch holder is entitled pursuant to Section 1.7 hereof, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f1.8(d) hereof and any dividends or distributions payable pursuant to Section 1.7(d1.8(e), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Exar Common Stock into which such shares of Company Sipex Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.8(d) hereof and any dividends or distributions payable pursuant to Section 1.7(d)1.8(e) hereof.

Exchange Procedures. Promptly after the Effective Timedate hereof, Parent the Company shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates representing Company Capital Stock (the "CERTIFICATES")each, which immediately prior to the Effective Time represented outstanding a “Company Certificate”) or shares of Company Common Capital Stock that are in non-certificated book-entry form or Company Investor Option or Company Warrant, in each case whose shares were of Company Capital Stock (or Company Investor Option or Company Warrant) will be converted into the right to receive consideration pursuant to Section 2.9(a) or 2.10(b), a letter of transmittal in the form attached hereto as Exhibit B (a “Letter of Transmittal”) and a lock-up agreement (that among other things provides for a lock-up period of 30 days for one-third of the shares of Parent Common Stock pursuant to Section 1.6issued in connection with the Initial Amount, cash in lieu of any fractional shares pursuant to Section 1.6(f) the Aggregate Series B Preference and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, the Aggregate Series A Preference and risk of loss and title to the Certificates shall pass, only upon delivery 60 days for one-third of the Certificates to the Exchange Agent and shall contain 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 StockStock issued in connection with the Initial Amount, cash the Aggregate Series B Preference and the Aggregate Series A Preference) in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dthe form attached hereto as Exhibit C (a “Lock-Up Agreement”). Upon surrender of Certificates all shares of Company Capital Stock (or Company Investor Options or Company Warrants) held by an Effective Time Holder for cancellation to the Exchange Agent or to in accordance with such other agent or agents as may be appointed by ParentEffective Time Holder’s Letter of Transmittal, together with such letter Letter of transmittalTransmittal and a Lock-Up Agreement, in each case, duly completed and validly executed in accordance with the instructions thereto, the holders shares of Company Capital Stock (or Company Investor Options or Company Warrants) so surrendered shall forthwith be cancelled and, subject to Section 2.16, the holder of such Certificates shares of Company Capital Stock (or Company Investor Options or Company Warrants) shall be entitled to receive in exchange therefor certificates representing (i) the number of whole shares of Parent Common Stock into (which their shall be in non-certificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of Company Parent Common Stock were converted at Stock, if any, that such holder has the Effective Timeright to receive and (ii) a check or wire transfer in the amount that such holder has the right to receive, payment including cash payable in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable 2.12(h), in each case pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledthis Article II. Until so surrendered, each outstanding Certificates share of Company Capital Stock (or Company Investor Option or Company Warrant) that was outstanding prior to the Effective Time (including each Company Certificate representing shares of Company Capital Stock) will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in the respective consideration payable pursuant to Section 2.9(a) or 2.10(b). No interest shall be paid or accrued on any merger consideration, cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) or unpaid dividends and any dividends or distributions payable pursuant to holders of Company Capital Stock (or Company Investor Options or Company Warrants). Nothing in this Section 1.7(d)2.12 or otherwise herein shall limit the rights of the holders of shares of Series B Preferred Stock to payments under the Series B Additional Purchase Price Agreement.

Exchange Procedures. Promptly after the later of (i) the Effective TimeTime or (ii) determination of the number of Merger Consideration Shares issuable to ECO Convertible Securities Holders and the number of Remaining Consideration Shares, Parent Public Company shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares ECO Cancelled Shares and/or Cancelled ECO Convertible Securities, which were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash of the Public Company in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger, (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 contain be in such form and have such other provisions as Parent Public Company 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, cash Stock of the Public Company and (iii) a Lock-Up and Installment Re-Sales Restriction Agreement in lieu the form of any fractional shares pursuant Exhibit A to Section 1.6(fthis Agreement (the "Lock-Up Agreement") and (iv) a general release in form and substance acceptable to Public Company releasing Surviving Company and Public Company from any dividends or other distributions pursuant and all liabilities of ECO to Section 1.7(d)such holder of Certificates. Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPublic Company, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor therefore certificates representing the number of whole shares of Parent Common Stock of the Public Company into which their shares of Company Common Stock ECO Cancelled Shares and Cancelled ECO Convertible Securities were converted at the Effective Time, payment Time in lieu accordance with the provision of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)this Agreement, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, purposes to evidence only the ownership of the number of full shares of Parent Common Stock of Public Company into which such shares of Company Common Stock ECO Cancelled Shares and Cancelled ECO Convertible Securities shall have been so converted and the right to receive an amount in cash in lieu converted. All certificates for Common Stock of Public Company issued as a result of the issuance conversion of any fractional shares ECO Cancelled Shares and Cancelled ECO Convertible Securities in accordance with Section 1.6(f) the Merger will be held in escrow and any dividends or distributions payable pursuant subject to Section 1.7(d)release following the expiration of the period during which the owner has agreed not to re-sell in the Lock-Up Agreement.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), which (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 proper delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting to effect the surrender of the Certificates in exchange for the certificates representing evidencing shares of Parent Common StockStock and, cash in lieu of any fractional shares thereof, cash, and, if applicable, the cash portion of the Merger Consideration payable pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d2.06(b). Upon surrender of Certificates 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 executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their such holder has the right to receive in accordance with the Exchange Ratio in respect of the Shares formerly evidenced by such Certificate, (B) the amount of cash, if any, payable with respect to such shares of Company Common Stock were converted at the Effective Timepursuant to Section 2.06(b), payment (C) any dividends or other distributions to which such holder is entitled pursuant to Section 2.07(c), and (D) cash in lieu of fractional shares of Parent Common Stock to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f2.06(f) (the Parent Common Stock, cash, dividends and distributions described in clauses (A), (B), (C) and any dividends or distributions payable pursuant to Section 1.7(d(D) being, collectively, the "MERGER CONSIDERATION"), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company as of the Effective Time, the Merger Consideration may be issued and paid in accordance with this Article II to a transferee if the Certificate evidencing such Shares is presented to the Exchange Agent, 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 Certificates Certificate that, prior to the Effective Time, represented shares of the Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of the Company Common Stock shall have been so converted converted, the right to receive the cash portion of the Merger Consideration payable with respect thereto pursuant to Section 2.06(b) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.06(f).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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 certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent as specified in such letter of transmittal or to such other agent or agents as may be appointed by ParentParent and are reasonably acceptable to the Company, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive promptly in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into together with any dividends or other distributions to which their shares of Company Common Stock were converted at the Effective Time, such holder is entitled pursuant to Section 1.8(d) and payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted converted, together with any dividends or other distributions to which such holder is entitled pursuant to Section 1.8(d), and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly after (a) Not later than three Business Days prior to the Effective TimeTime of the Merger, Parent shall cause deposit with the Exchange Agent to mail to each holder of record (as for the benefit of the Effective Time) holders of a certificate or shares of Pocono Common Stock, for exchange in accordance with this Section 3.4, certificates (representing the "CERTIFICATES"), which aggregate number of shares of Parent Common Stock and cash issuable pursuant to Section 3.1 in exchange for shares of Pocono Common Stock outstanding immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger and funds in an amount not less than the amount of cash payable in lieu of fractional shares of Parent Common Stock that would otherwise be issuable in connection with Section 3.1, but for the operation of Section 3.2 of this Agreement (the "Exchange Fund"). (b) After the Effective Time of the Merger, each holder of a certificate ("Certificate") formerly representing Pocono Common Stock, other than Dissenting Shares and Treasury Shares, who surrenders or has surrendered such Certificate or customary affidavits and indemnification regarding the loss or destruction of such Certificate, together with duly executed transmittal materials included in or required by the Election Form to the Exchange Agent, shall, upon acceptance thereof, be entitled to (i) a certificate representing the Parent Common Stock and/or (ii) cash into which the shares of Pocono Common Stock shall have been converted pursuant to Section 1.6Sections 3.1 and 3.3, as well as cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares share of Parent Common Stock into to which their shares of Company such holder would otherwise be entitled, if applicable. The Exchange Agent shall accept such Certificate upon compliance with such reasonable and customary terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal practices. Until surrendered as contemplated by this Section 3.4, each Certificate representing Pocono Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, Time of the Merger to evidence only the ownership right to receive the Merger Consideration to which it is entitled hereunder upon such surrender. Parent shall not be obligated to deliver the Merger Consideration to which any former holder of Pocono Common Stock is entitled as a result of the number Merger until such holder surrenders his Certificate or Certificates for exchange as provided in this Section 3.4. If any certificate for shares of full Parent Common Stock, or any check representing cash and/or declared but unpaid dividends, is to be issued in a name other than that in which a Certificate surrendered for exchange is issued, the Certificate so surrendered shall be properly endorsed and otherwise in proper form for transfer and the person requesting such exchange shall affix any requisite stock transfer tax stamps to the Certificate surrendered or provide funds for their purchase or establish to the satisfaction of the Exchange Agent that such taxes are not payable. (c) No dividends or other distributions declared or made after the Effective Time of the Merger with respect to Parent Common Stock with a record date after the Effective Time of the Merger shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock into represented thereby, and no cash payment in lieu of a fractional share shall be paid to any such holder pursuant to Section 3.2, until the holder of record of such Certificate shall surrender such Certificate. Subject to the effect of applicable laws, following surrender of any such Certificate, there shall be paid to the record holder of the certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 3.2, and the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date prior to surrender with respect to such whole shares of Parent Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time of the Merger but prior to surrender and a payment date subsequent to surrender payable with respect to such whole shares of Parent Common Stock. (d) All cash and shares of Parent Common Stock issued upon the surrender for exchange of shares of Pocono Common Stock or the provision of customary affidavits and indemnification for lost or mutilated certificates in accordance with the terms hereof, including any cash paid pursuant to Section 3.2, shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Pocono Common Stock, and there shall be no further registration of transfers on the stock transfer books of Parent, after the Merger, of the shares of Pocono Common Stock that were outstanding immediately prior to the Effective Time of the Merger. If, after the Effective Time of the Merger, Certificates are presented to Parent for any reason, they shall be canceled and exchanged as provided in this Agreement. (e) Any portion of the Exchange Fund, including any interest thereon, that remains undistributed to the shareholders of Pocono following the passage of nine months after the Effective Time of the Merger shall be delivered to Parent, upon demand, and any shareholders of Pocono who have been so converted not theretofore complied with this Section 3.4 shall thereafter look only to Parent for payment of their claim for cash and the right to receive an amount in for Parent Common Stock, any cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) of Parent Common Stock and any dividends or distributions payable with respect to Parent Common Stock. (f) Neither Pocono nor Parent shall be liable to any holder of shares of Pocono Common Stock or Parent Common Stock, as the case may be, for such shares, or dividends or distributions with respect thereto, or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (g) The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the shares of Parent Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect to such shares of Parent Common Stock for the account of the Persons entitled thereto. (h) Certificates surrendered for exchange by any Person constituting an Affiliate of Pocono for purposes of Rule 144(a) under the Securities Act shall not be exchanged for certificates representing whole shares of Parent Common Stock until Parent has received a written agreement from such person as provided in Section 1.7(d)6.7.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Stock, whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 receipt of the Certificates to by the Exchange Agent Agent, and shall contain 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 (or book entries in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at Stock, and the Effective Time, payment amount in cash in lieu of any fractional shares of Parent Common Stock, if any, which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an the amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock, if any, in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly after On the Effective TimeClosing Date, Parent shall cause the Shareholders will surrender the certificates representing their Company Capital Stock (the "Certificates") to the Exchange Agent to mail to each holder for cancellation together with the Shareholder Certificate in the form of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) Exhibit C hereto and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary such 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 contain having such other provisions as Parent may reasonably specifyrequest. Parent shall provide such Shareholder Certificate and letter of transmittal to the Shareholders at least three (3) and (ii) instructions for use in effecting business days prior to the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Closing Date. Upon surrender of Certificates 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 transmittaltransmittal and a Shareholder Certificate, duly completed and validly executed in accordance with the instructions thereto, the holders Exchange Agent will promptly (but in no event more than five (5) business days after the Effective Time) deliver to the holder of such Certificates shall be entitled to receive Certificate in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at to be deposited in the Effective Time, payment in lieu of fractional shares which Escrow Fund on such holders have the right to receive holder's behalf pursuant to Section 1.6(f1.9(b) and any dividends or distributions payable Article VII) to which such Shareholder is entitled pursuant to Section 1.7(d)1.7, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of right to receive the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been so converted pursuant to this Article I (except as may otherwise be provided under Oregon Law with respect to Dissenting Shares). As soon as practicable after the Effective Time (but in no event more than five (5) business days after the Effective Time), and the right subject to receive an amount in cash in lieu of the issuance of any fractional shares and in accordance with Section 1.6(fthe provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holder on whose behalf such shares were deposited in the Escrow Fund and any dividends or distributions payable pursuant shall be available to Section 1.7(d)compensate Parent as provided in Article VII.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which ) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares which were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu 1.6 and to each holder of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Dissenting Shares, (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and which letter shall contain such other provisions as Parent may be reasonably specify) and acceptable to the Company), (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu and (iii) such notification as may be required under the CGCL to be given to the holders of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Dissenting Shares. Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, Time (and any payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full whole shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted (and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d)). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective Time, Parent shall cause will instruct the Exchange Agent to mail to each holder stockholder of record (as of the Effective Time) of Company corresponding to a certificate or certificates (duly authorized entry in the "CERTIFICATES")Company's Stock Register, which immediately prior to the Effective Time represented evidenced outstanding shares of Company Common Stock whose shares were converted into (collectively, the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d"STOCK REGISTER ENTRIES"), (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 shares of Company Common Stock evidenced by the Stock Register Entries shall pass, only upon proper delivery of the Certificates to the Exchange Agent of a certificate duly executed by the Company's Secretary (a "SECRETARY'S CERTIFICATE"), which letter of transmittal and certificate shall contain 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 evidencing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender the delivery of Certificates for cancellation a Secretary's Certificate 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 executed, and validly executed in accordance with the instructions theretosuch other customary documents as may be required pursuant to such instructions, the holders of such Certificates corresponding stockholder shall be entitled to receive in exchange therefor (A) certificates representing the evidencing that number of whole shares of Parent Common Stock into which their such stockholder has the right to receive in respect of the shares of Company Common Stock were converted at formerly evidenced by the Effective Timecorresponding Stock Register Entry in accordance with Section 2.01, payment less that stockholder's pro rata portion of the shares (rounded to the nearest whole share) to be held in escrow pursuant to Sections 5.05 and 8.06 and (B) cash in lieu of fractional shares of Parent Common Stock to which such holders have the right to receive stockholder is entitled pursuant to Section 1.6(f2.02(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full (such shares of Parent Common Stock into which and cash, if any, being collectively, the "MERGER CONSIDERATION"), and such shares of Company Common Stock shall have been so converted and forthwith be canceled. Until delivery of a Secretary's Certificate as contemplated by this Section 2.02, each of the Stock Register Entries shall be deemed at any time after the Effective Time to evidence only the right to receive an amount in cash in lieu of receive, upon such surrender, the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Merger Consideration.

Exchange Procedures. Promptly after the Effective Time, Parent the ------------------- Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the ------------ Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive cash and/or shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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 cash and/or certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at Stock, if any, to be deposited in the Effective TimeEscrow Fund (as defined in Section 7.5 below) on such holder's behalf pursuant to Section 7.5 hereof), payment and any cash consideration to be received plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been so converted and the right to receive an the applicable amount in of cash consideration for such shares of Company Capital Stock and cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly On or after the Effective TimeClosing Date, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to each Stockholder at the Certificates shall pass, only upon delivery address set forth opposite each such Stockholder's name on SECTION 2.2(a)(1) of the Certificates Disclosure Schedule. After receipt of such letter of transmittal, the Stockholders will surrender the certificates representing their shares of Company Capital Stock (the "COMPANY STOCK CERTIFICATES") to the Exchange Agent for cancellation together with a duly completed and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender validly executed letter of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)transmittal. Upon surrender of Certificates a Company Stock Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, subject to the holders terms of SECTION 1.8(e) hereof, the holder of such Certificates Company Stock Certificate shall be entitled to receive from the Exchange Agent in exchange therefor certificates representing therefor, the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares cash amounts to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)SECTION 1.6 hereof, and the Certificates Company Stock Certificate so surrendered shall forthwith be canceledcancelled. Until so surrendered, each Company Stock Certificate outstanding Certificates will be deemed from and after the Effective TimeTime will be deemed, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionspurposes thereafter, to evidence only the ownership of right to receive the number of full consideration (if any) payable in exchange for shares of Parent Common Company Capital Stock (without interest) into which such shares of Company Common Capital Stock shall have been so converted converted. No portion of the Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Common Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate pursuant hereto. Notwithstanding the foregoing, Parent and the right Company may mutually agree on an alternative method by which the Stockholders may surrender their Company Stock Certificates in exchange for the cash amounts to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable which such Stockholders are entitled pursuant to Section 1.7(d)SECTION 1.6 hereof.

Exchange Procedures. Promptly As soon as reasonably practicable after the Effective TimeMerger is approved by the Company's shareholders and subject to the provisions of Article VIII, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were are to be converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d2.01(b), (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 contain 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 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 documents as may reasonably be required by the Exchange Agent, the holder of such Certificate shall be entitled to receive at the Effective Time in exchange therefor, subject to the provisions of Article VIII, cash, if the holder has submitted a proper Cash Election Letter, or cash and a certificate representing that number of whole shares of Parent Common Stock which such holder has elected, and has the right, to receive pursuant to the provisions of this Article II after taking into account all the shares of Company Stock then held by such holder under all such Certificates so surrendered, cash in lieu of fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.02(b) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.02(c), and the Certificate so surrendered 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, cash, if the holder has submitted a proper Cash Election Letter, or cash and a certificate representing the proper number of shares of Parent Common Stock may be issued to a person other than the person in whose name the 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, that such transfer be otherwise proper and the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of shares of Parent Common Stock to a person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not required to be paid. Until surrendered as contemplated by this Section 2.02(e), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, subject to the provisions of Article VIII, upon such surrender cash, the certificate representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to of Parent Common Stock as contemplated by this Section 1.6(f) 2.02 and any dividends or other distributions to which such holder is entitled pursuant to Section 1.7(d2.02(c). Upon surrender of Certificates for cancellation to the Exchange Agent or to , and 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, the holders of such Certificates holder shall not be entitled to receive in exchange therefor certificates representing the number of whole vote such shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and Stock. No interest will be paid or will accrue on any dividends or distributions cash payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(dSections 2.02(c) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d2.02(e).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as other than the Company, Parent, Sub and any wholly owned subsidiary of the Effective TimeCompany) of a certificate or certificates (the "CERTIFICATES"), which that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (collectively, the "CERTIFICATES") whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d2.1(c), (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 contain 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 certificates representing Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to Agent, together with a duly executed letter of transmittal and such other agent or agents documents as may be appointed reasonably required by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoExchange Agent, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the that number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) the provisions of this Article 2 and any dividends or distributions payable pursuant to Section 1.7(d)cash in lieu of fractional shares of Parent Common Stock, and the Certificates Certificate so surrendered shall forthwith be canceledcancelled. In the event of a transfer of ownership of shares of Company Common Stock which is not registered on the transfer records of the Company, a certificate representing the proper number of shares of Parent Common Stock and any cash in lieu of fractional shares of Parent Common Stock may be issued and paid to a transferee if the Certificate representing such Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid. Until so surrenderedsurrendered as contemplated by this Section 2.2, outstanding Certificates will each Certificate shall be deemed deemed, from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence represent only the ownership of right to receive upon such surrender the number of full certificate representing 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 of Parent Common Stock as contemplated by this Article 2 and the Delaware Statute. The consideration to be issued in accordance with Section 1.6(f) the Merger will be delivered by the Exchange Agent as promptly as practicable following surrender of a Certificate and any dividends or distributions other required documents. No interest will be payable pursuant to Section 1.7(d)on such consideration, regardless of any delay in making payments.

Exchange Procedures. Promptly after (i) Within two Business Days following the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which that immediately prior to the Effective Time represented outstanding shares of (i) Company Class A Common Stock whose shares were converted into the right to receive shares of Parent Common Stock the Per Share Cash Merger Consideration pursuant to Section 1.62.01(a)(i)(A) (the "COMPANY CERTIFICATES"), cash in lieu of any fractional shares and (ii) Company Class B Common Stock converted into the right to receive the Surviving Corporation Class A Shares pursuant to Section 1.6(f2.01(a)(ii) and any dividends or other distributions pursuant to Section 1.7(d)(the "CLASS B CERTIFICATES," together with the Company Certificates, the "CERTIFICATES"): (iA) a form of letter of transmittal (the "LETTER OF TRANSMITTAL"); and (B) instructions for use of the Letter of Transmittal in customary form (which effecting the surrender of either the Company Certificates in exchange for such holder's pro rata portion of the Total Cash Merger Consideration or the Class B Certificates in exchange for such holder's pro rata portion of the Surviving Corporation Class A Shares. The Letter of Transmittal shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to receipt thereof by the Exchange Agent and shall contain be in such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with Letter of Transmittal, (i) the instructions thereto, the holders holder of record of such Certificates Certificate shall be entitled to receive receive: (A) if it is a Company Certificate, a check in exchange therefor certificates the amount equal to such holder's pro rata portion of the Total Cash Merger Consideration as calculated pursuant to Section 2.01(a)(i)(A) hereof in respect of such Certificate; or (B) if it is a Class B Certificate, a certificate representing the number of whole shares of Parent Common Stock into Class A common stock of the Surviving Corporation to which their shares of Company Common Stock were converted at the Effective Time, payment such holder is entitled pursuant to Section 2.01(a)(ii) and cash in lieu of fractional shares (if any), to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f2.01(a)(v); and (ii) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered such Certificate shall forthwith be canceled. Until so surrendered, outstanding Certificates will each Certificate shall be deemed from and after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to dividends and other distributions, to evidence represent only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive such holder's pro rata portion of either (x) the Total Cash Merger Consideration contemplated by Section 2.01(a)(i)(A), or (y) the Surviving Corporation Class A Shares contemplated by Section 2.01(a)(ii). Notwithstanding anything contained herein to the contrary, no interest shall be paid or shall accrue on any cash payable to any holder of a Certificate pursuant to the provisions of this Article II. (ii) Within two Business Days following the Effective Time, each holder of an amount in cash in lieu of Eligible Option converted into the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable right to receive the Option Payment pursuant to Section 1.7(d)2.01(a)(iii)(A) shall be entitled to receive from the Exchange Agent a check in the amount equal to such holder's pro rata portion of the Total Cash Merger Consideration as calculated pursuant to Section 2.01(a)(iii)(A) hereof. Notwithstanding anything contained herein to the contrary, no interest shall be paid or shall accrue on any cash payable to any holder of an Eligible Option pursuant to the provisions of this Article II.

Exchange Procedures. Promptly after the Effective Time, the Parent and the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose and which shares were converted into the right to receive shares the portion of Parent Common Stock pursuant the Merger Consideration issuable with respect to Section 1.6, cash in lieu of any fractional such shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.7, (i) a letter of transmittal in customary form (which shall 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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration. Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing the number portion of whole shares the Merger Consideration issuable pursuant to Section 1.7 (less the portion of Parent Common Stock into which their the Merger Consideration to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 below) as and when the Exchange Agent receives the Merger Consideration with respect to the shares of Company Common Capital Stock were converted at the Effective Time, payment in lieu of fractional shares which represented by such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)Certificate, and the Certificates Certificate so surrendered shall forthwith be canceled. Subject to and in accordance with the provisions of Article 7 hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article 7) a certificate or certificates representing the number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article 7. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.8(a) and any dividends or distributions payable the portion of the Merger Consideration issuable pursuant to Section 1.7(d)1.7 (less the Escrow Amount to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 below) as and when the Exchange Agent receives the Merger Consideration with respect to the shares of Company Capital Stock represented by such Certificate.

Exchange Procedures. Promptly after the Effective Time, Parent Summit shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company OrCAD Common Stock whose shares were converted into the right to receive shares of Parent Summit Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain such other provisions as Parent Summit may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Summit Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentSummit, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Summit Common Stock into which their shares of Company OrCAD Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).3

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Stock, whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 receipt of the Certificates to by the Exchange Agent Agent, and shall contain 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 (or book entries in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate (or book entry in the case of shares that are subject to vesting and/or repurchase rights or other restrictions) representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and converted. 1.8.4. DISTRIBUTIONS WITH RESPECT TO UNEXCHANGED SHARES. No dividends or other distributions with respect to Parent Common Stock with a record date after the right Effective Time will be paid to receive an amount in cash in lieu the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock represented thereby until the holder of record of such Certificate shall surrender such Certificate. Subject to applicable law, following surrender of any such Certificate, there shall be paid to the record holder of the issuance certificates representing whole shares of Parent Common Stock issued in exchange therefor, without interest, at the time of such surrender, the amount of any fractional shares in accordance with Section 1.6(f) and any such dividends or other distributions with a record date after the Effective Time theretofore payable pursuant (but for the provisions of this Section 1.8.4) with respect to Section 1.7(d)such shares of Parent Common Stock.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause instruct the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which ) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which that shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have the right to receive pursuant to Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.7(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or accrued on any cash in lieu of fractional shares of Parent Common Stock or on any unpaid dividends or distributions payable to holders of Certificates. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of Company, a certificate representing the proper number of shares of Parent Common Stock may be issued to a transferee if the Certificate representing such shares of Company Common Stock is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid.

Exchange Procedures. Promptly From and after the Effective Time, Parent shall cause act as exchange agent in effecting the Exchange Agent to mail to each holder of record (as exchange of the Effective Time) of a certificate or applicable Parent Shares for certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares ("Company Share Certificates") and which were converted into the right to receive shares of the applicable Parent Common Stock Shares pursuant to Section 1.62.01. As promptly as practicable after the Effective Time, cash in lieu of any fractional shares pursuant Parent shall deliver to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) each Shareholder a letter of transmittal (the "Letter of Transmittal") in customary a form approved by Parent and the Company and instructions for use in surrendering such Company Share Certificates and receiving the Parent Shares pursuant to Section 2.01. Promptly after the Effective Time, but in no event later than ten (which 10) business days following the Effective Time, Parent shall specify that delivery shall cause to be effected, and risk of loss and title to deposited in trust (i) the Certificates shall pass, only upon delivery of Parent Shares less the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) Escrow Shares and (ii) instructions for use in effecting the Parent Cash less the Holdback Cash. Upon the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates each Company Share Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with a properly completed Letter of Transmittal and such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates other documents as may reasonably be required by Parent: (i) Parent shall cause to be entitled issued to receive each Shareholder in exchange therefor certificates a separate stock certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares Shares to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable 2.01 (less the Escrow Shares pursuant to Section 1.7(d2.02(b), and ); and (ii) the Company Share Certificates so surrendered shall forthwith be canceledcancelled. Until so surrenderedsurrendered as contemplated by this Article II, outstanding Certificates will each Company Share Certificate shall, subject to dissenters rights under Chapter 13 of the CGC and Section 2.05, be deemed from and at any time after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to dividends and other distributions, to evidence represent only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu upon surrender the applicable Parent Shares with respect to the shares of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable Company Stock formerly represented thereby to which such holder is entitled pursuant to Section 1.7(d)2.01.

Exchange Procedures. (i) Promptly after following the Effective Time, Parent and Merger Sub One shall cause the Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time that represented outstanding shares of Company Common Stock whose shares were converted into as of immediately prior to the right to receive Effective Time (a “Certificate”), and each holder of record of uncertificated shares of Parent Company Common Stock pursuant represented by book-entry shares (“Book-Entry Shares”) as of immediately prior to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Effective Time, (iA) 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 contain such other provisions as Parent may reasonably specify) Agent), and (iiB) instructions for use in effecting the surrender of the Certificates (or Book-Entry Shares) in exchange for certificates representing shares of Parent Common Stock, cash the Merger Consideration issuable and payable in lieu of any fractional shares pursuant to respect thereof (in accordance with Section 1.6(f2.7(b)) and any dividends or other distributions to which such holders is entitled to receive pursuant to Section 1.7(d2.9(c). . (ii) Upon surrender of Certificates for cancellation to the Exchange Agent (or to such other agent or agents as may be appointed by Parentupon receipt of an appropriate agent’s message in the case of Book-Entry Shares), together with such a letter of transmittal, duly properly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates and Book-Entry Shares shall be entitled to receive in exchange therefor certificates representing (A) the number of whole shares of Parent Common Stock (after taking into account all Certificates surrendered by such holder of record) to which their shares of Company Common Stock were converted such holder is entitled pursuant to Section 2.7(b) (which, at the Effective Timeelection of Parent, payment may be in uncertificated book entry form unless a physical certificate is requested by the holder of record or is otherwise required by applicable Law), (B) the cash amounts such holders are entitled to receive pursuant to Section 2.7(b), (C) the cash payable in lieu of fractional shares which of Parent Common Stock such holders have the right holder is entitled to receive pursuant to Section 1.6(f2.7(b)(iv), and (D) and any dividends or distributions payable to which such holders are entitled pursuant to Section 1.7(d2.9(c), and the any Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. The Exchange Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on any cash amounts payable upon the surrender of such Certificates or Book-Entry Shares pursuant to this Section 2.9. Until so surrendered, outstanding Certificates will and Book-Entry Shares shall be deemed deemed, from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount the Merger Consideration issuable and payable in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) respect thereof and any dividends or distributions payable or issuable in respect thereof pursuant to Section 1.7(d2.9(c). Exchange of Book-Entry Shares shall be effected in accordance with the customary procedures in respect of shares represented by book entry on the stock ledger of the Company.

Exchange Procedures. Promptly after (a) Parent shall select an institution reasonably acceptable to the Company to act as the exchange agent (the "Exchange Agent") in the Merger. On the date on which the Effective Time occurs, Parent shall deposit, or cause to be deposited with the Exchange Agent for the benefit of holders of shares, certificates representing shares of Parent Common Stock constituting the portion of the Merger Consideration to be paid in respect of the Class L Shares and Class A-1 Shares outstanding immediately prior to the Effective Time. (b) Record holders of Shares immediately prior to the Effective Time shall be entitled to deliver their Certificates at the Closing together with the letter of transmittal and other documents required by this Section 2.9 and, assuming all such documents are reasonably satisfactory to Parent, Parent shall or shall cause the Exchange Agent to mail deliver the appropriate Parent Common Stock and any cash due to such record holder promptly following the Effective Time. In the case of record holders of Shares who do not comply with the preceding sentence, the Surviving Corporation shall cause the Exchange Agent to mail, within two Business Days after the Effective Time, to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into Shares (other than Dissenting Shares) (the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f"Certificates") and any dividends or other distributions pursuant to Section 1.7(d), (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent Agent, and which letter shall contain 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 such Certificates in exchange for certificates representing shares of Parent Common Stock, cash the applicable consideration specified in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)2.7. Upon surrender of Certificates for cancellation a Certificate 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 completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Exchange Agent or the Surviving Corporation, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (x) in the case of Certificates representing the number of whole Class L Shares, (A) shares of Parent Common Stock into which their representing, in the aggregate, the whole number of shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to Section 1.6(f2.7(c)(ii) (after taking into account all Class L Shares then held by such holder) and any dividends or distributions payable (B) a check in the amount equal to the cash that such holder has the right to receive pursuant to Section 1.7(d)the provisions of this Article II, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership including cash in lieu of the number of full any fractional shares of Parent Common Stock into which such pursuant to Section 2.12 and any dividends and other distributions pursuant to Section 2.10; and (y) in the case of Certificates representing Class A-1 Shares, (A) shares of Company Parent Common Stock shall have been so converted and representing, in the aggregate, the whole number of shares that such holder has the right to receive an pursuant to Section 2.7(c)(iii) (after taking into account all Class A-1 Shares then held by such holder) and (B) a check in the amount in equal to the cash that such holder has the right to receive pursuant to the provisions of this Article II, including cash in lieu of the issuance of any fractional shares in accordance with of Parent Common Stock pursuant to Section 1.6(f) 2.12 and any dividends and other distributions pursuant to Section 2.10. No interest will be paid or distributions will accrue on any cash payable pursuant to Section 1.7(d)this Article II.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause to be mailed or provided at the Exchange Agent to mail Closing to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Stockholder (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 certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock whose shares were converted into the right to receive Merger Shares pursuant to Section 1.6(a), shall pass, only upon delivery of the Certificates to the Exchange Agent and shall contain be in such form and have such other provisions consistent herewith 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)Merger Shares. Upon surrender of Certificates 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 transmittaltransmittal and a Stockholder Certificate in the form of Exhibit G hereto, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates a Company Stockholder shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole Merger Shares (less the number of shares of Parent Common Stock into which their shares of Company Common Stock were converted at to be deposited in the Effective Time, payment in lieu of fractional shares Escrow Fund on such holder's behalf pursuant to paragraph (b) above) to which such holders have the right to receive Company Stockholder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)converted.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, and in any event not later than ten (10) business days, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Shares whose shares Shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) ), and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), , (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after (a) Within two (2) Business Days following the Effective Time, Parent shall deliver, in trust, to a paying agent selected by Parent (the “Paying Agent”), for the benefit of the holders of shares of Company Capital Stock, sufficient funds for timely payment of the aggregate cash consideration payable (such cash being hereinafter referred to as the “Consideration Fund”) to be paid pursuant to this Article I in exchange for the applicable outstanding shares of Company Capital Stock. (b) By virtue of this Agreement and as partial security for the indemnity obligations provided for in Section 6.2 hereof, within two (2) Business Days following the Effective Time, Parent shall instruct its transfer agent to deposit with the Escrow Agent the Escrow Amount without any act of the Indemnifying Parties in accordance with Section 6.5(a) and the Spreadsheet. For the avoidance of doubt, the recorded date of issuance for any shares of Parent Common Stock deposited in respect of the Escrow Amount shall be the Closing Date. (c) Within five (5) Business Days following the Effective Time, Parent shall cause the Exchange Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), Stockholder (i) a letter of transmittal (the “Letter of Transmittal”) in customary the form attached hereto as Exhibit F and shall (which shall A) specify that delivery of certificates representing such Company Stockholder’s shares of Company Capital Stock (the “Company Stock Certificates”) shall be effecteddeemed to have occurred, and and, with respect to Company Stock Certificates, risk of loss and title to the Company Stock Certificates shall pass, only upon proper delivery of the Company Stock Certificates to the Exchange Agent Paying Agent, (B) include an undertaking to be bound by the terms of this Agreement and shall contain a confirmation of the Stockholder Representative as the agent of such holder pursuant to Section 6.7(a) for the purposes set forth herein, (C) include an IRS Form W-9 or instructions on how to obtain IRS Form W–8BEN (or other provisions applicable Form W–8), as applicable, (D) include an undertaking to indemnify Parent may reasonably specifyand the Surviving Entity for withholding Taxes with respect to the applicable holder (including penalties and interest arising from amounts not withheld pursuant to representations made by, or directions given by, such holder) in the event the appropriate amount of Taxes is not withheld from payments made to the applicable holder as required by applicable law, and (E) include any other information required pursuant to any applicable law and (ii) instructions for use in effecting the surrender of the Company Stock Certificates in exchange for certificates representing shares payment of Parent Common Stock, the cash in lieu of any fractional shares consideration to which such holder may be entitled pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.7 as specified in the Spreadsheet. Upon surrender of Certificates a Company Stock Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed and properly completed and validly executed in accordance with the instructions thereto, within three (3) Business Days thereafter, Paying Agent shall (y) pay to the holders holder of such Certificates shall be Company Stock Certificate (each such holder, a “Surrendering Holder”) the cash consideration that such Surrendering Holder is entitled to receive in exchange for such Company Stock Certificate pursuant to the provisions of Section 1.7, as specified in the Spreadsheet, after giving effect to any withholding Tax required to be withheld pursuant to applicable Law, and the Company Stock Certificate so surrendered shall forthwith be cancelled and (z) promptly notify Parent via email of such cancellation, but in no event later than two (2) Business Days after each such cancellation. No interest will be paid or accrued on the cash consideration payable to holders of Company Stock Certificates. Upon the date that is one month following the Closing Date, and upon each one month anniversary thereafter, Parent shall promptly (but in no event later than five (5) Business Days following such anniversary) issue the applicable stock consideration pursuant to the provisions of Section 1.7, as specified in the Spreadsheet, in exchange for Company Stock Certificates surrendered in accordance with clause (z) above during such one month period, until notification that all Company Stock Certificates have been so surrendered and the applicable consideration for such Company Stock Certificates has been so issued. For the avoidance of doubt, the recorded date of issuance for any such shares of Parent Common Stock shall be the Closing Date. (d) Within two (2) Business Days following the Effective Time, Parent shall make available to the Surviving Entity the cash payable at the Effective Time with respect to (i) the Cancelled Options pursuant to Section 1.7(b)(i)(B) and (ii) the Voluntary Termination Options pursuant to Section 1.7(b)(i)(C). The Surviving Entity shall serve as the payor for the consideration payable with respect to the Cancelled Options and the Voluntary Termination Options. The Stockholder Representative shall be responsible for instructing the Surviving Entity as to the distribution of such amounts then deposited. The Surviving Entity may rely on the instructions of the Stockholder Representative for distributions and shall have no responsibility or liability with respect thereto; provided, that the distribution instructions of the Stockholder Representative are followed. (e) At the Effective Time, Parent shall surrender the certificate(s) representing the shares of Sub I to the First-Step Surviving Corporation, and the First-Step Surviving Corporation shall issue to Parent in exchange therefor a certificate or certificates representing the number of whole shares of common stock of First-Step Surviving Corporation to which Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive is entitled pursuant to Section 1.6(f1.7(c). (f) and any dividends The Consideration Fund shall be invested by the Paying Agent in a U.S. Bank Money Market Deposit Account, as fully described on the attached Exhibit G; provided, however, that (i) no gain or distributions loss thereon or income or loss generated thereby shall affect the amounts payable by Parent pursuant to Section 1.7(d)this Agreement and (ii) such investments shall be in short-term obligations of or guaranteed by the United States of America with maturities of no more than thirty (30) days. Earnings on the Consideration Fund shall be the sole and exclusive property of Parent and the Surviving Entity, and no part of such earnings shall accrue to the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership benefit of the number of full shares of Parent Common Stock into which such shares holders of Company Common Stock shall have been so converted and Capital Stock. To the right extent that any losses cause the Consideration Fund to receive an become less than the aggregate amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable by Parent pursuant to Section 1.7(d)this Article I, Parent shall within two (2) Business Days deposit additional cash into the Consideration Fund such that it is no longer less than such amount.

Exchange Procedures. Promptly As promptly as practicable after the Effective Time, Parent PPC shall cause the Exchange Agent to mail or deliver to each holder of record (as of the Effective Time) of a certificate Certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock Certificates whose shares were converted pursuant to Section 2.2 into the right to receive shares of Parent PPC Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain be in such form and have such other provisions as Parent PPC and Quaker State may reasonably specify) and (ii) instructions for the use of such letter of transmittal in effecting the surrender of the Certificates in exchange for certificates representing the shares of Parent PPC Common Stock, cash in lieu of any fractional shares Stock that such holder has the right to receive pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)this Article 2. Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentPPC, together with such letter of transmittal, duly completed executed, and validly executed in accordance with the instructions theretoany other required documents, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent PPC Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which that such holders have holder has the right to receive pursuant to this Article 2 (and cash in lieu of any fractional shares of PPC Common Stock, as contemplated by Section 1.6(f2.8(e)) (and any dividends or distributions payable pursuant to Section 1.7(d2.8(c)), and the Certificates Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Quaker State Capital Stock that is not registered in the transfer records of Quaker State, a certificate representing the proper number of shares of PPC Common Stock may be issued to a transferee only on the condition that the Certificate formerly representing such shares of Quaker State Capital Stock is presented to the Exchange Agent, properly endorsed, and accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer taxes have been paid or that no such taxes are applicable. Until so surrenderedsurrendered as contemplated by this Section 2.8, outstanding Certificates will each Certificate shall be deemed from and at any time after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to dividends and other distributions, to evidence represent only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in upon such surrender a certificate representing shares of PPC Common Stock and cash in lieu of the issuance of any fractional shares in accordance with of PPC Common Stock, as contemplated by Section 1.6(f2.8(e) (and any dividends or distributions payable pursuant to Section 1.7(d2.8(c)). The Exchange Agent shall not be entitled to vote or exercise any rights of ownership with respect to the PPC Common Stock held by it from time to time hereunder, except that it shall receive and hold all dividends or other distributions paid or distributed with respect thereto for the account of persons entitled thereto. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, mislaid or destroyed, PPC shall cause to be delivered in exchange for such lost, stolen, mislaid or destroyed Certificate the consideration deliverable in respect thereof as determined in accordance with this Article 2. When authorizing the delivery of such consideration in exchange therefor, PPC may, in its sole discretion and as a condition precedent to the delivery thereof, require the owner of such lost, stolen, mislaid or destroyed Certificate to give PPC a bond, in form and substance reasonably satisfactory to PPC, and in such sum as PPC may reasonably direct, as indemnity against any claim that may be made against PPC or the Exchange Agent with respect to the Certificate alleged to have been lost, stolen, mislaid or destroyed.

Exchange Procedures. Promptly (a) Parent shall designate Corporate Stock Transfer, Inc., the current stock transfer agent of quepasa, to act as Exchange Agent hereunder (the "EXCHANGE AGENT"). Immediately prior to the Effective Time, Parent shall deliver, in trust, to the Exchange Agent, for the benefit of the holders of shares of quepasa Common Stock, for exchange in accordance with this Article III, through the Exchange Agent, certificates evidencing the shares of Parent Common Stock issuable pursuant to Section 3.1 in exchange for outstanding shares of quepasa Common Stock (the "EXCHANGE FUND"). (b) As soon as practicable after the Effective Time, Parent and the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company quepasa Common Stock whose shares were converted into (the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f"CERTIFICATES") and any dividends or other distributions pursuant to Section 1.7(d), (i) a form of letter of transmittal in customary form (which shall specify specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the surrendering such Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) certificates representing the that number of whole shares of Parent Common Stock into which their the shares of Company quepasa Common Stock were represented by the surrendered Certificate have been converted at the Effective TimeTime pursuant to Section 3.1 hereof, payment (B) cash in lieu of any fractional shares of Parent Common Stock to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)3.4 hereof, and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrenderedsurrendered as contemplated by this Section 3.2(b), outstanding Certificates will each Certificate shall be deemed from and after the Effective Time, for all corporate purposes, subject Time to Section 1.7(d) as to dividends and other distributions, to evidence represent only the ownership of right to receive upon such surrender the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares of Parent Common Stock in accordance with Section 1.6(f) 3.4 hereof and any dividends or distributions payable on Parent Common Stock in accordance with Section 3.3 hereof. In no event shall the holder of any such surrendered Certificates be entitled to receive interest on any cash for fractional shares to be received in the Merger. Neither the Exchange Agent nor any party hereto shall be liable to a holder of shares of quepasa Common Stock for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. Shares of Parent Common Stock to be issued in the Merger shall be issued as of, and be deemed to be outstanding as of, the Effective Time. Parent shall cause all such shares of Parent Common Stock to be duly authorized, validly issued, fully paid and non-assessable and not subject to preemptive rights. (c) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent and the Surviving Corporation, the giving by such person of an indemnity against any claim that may be made against it with respect to such Certificate, including, without limitation, the deposit of a bond, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate the applicable certificate representing shares of Parent Common Stock in accordance with Section 3.1 hereof and any cash in lieu of fractional shares of Parent Common Stock to which the holders thereof are entitled pursuant to Section 1.7(d)3.4 hereof and any dividends or distributions on Parent Common Stock in accordance with Section 3.3 hereof.

Exchange Procedures. Promptly after the Effective Time, Parent Healtheon/WebMD shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Healtheon/WebMD Common Stock pursuant to Section 1.63.1(b), cash in lieu of any fractional shares pursuant to Section 1.6(f3.1(d) and any dividends or other distributions pursuant to Section 1.7(d4.1(d), (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 contain be in such form and have such other provisions as Parent Healtheon/WebMD and Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Healtheon/WebMD Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f3.1(d) and any dividends or other distributions pursuant to Section 1.7(d4.1(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentHealtheon/WebMD, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Healtheon/WebMD Common Stock into which their such holder has the right to receive under Section 3.1(b) in respect of the shares of Company Common Stock were converted at the Effective Time, formerly represented by such Certificate and payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) 3.1(d), and any dividends or distributions payable pursuant to Section 1.7(d4.1(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full whole shares of Parent Healtheon/WebMD Common Stock into which such shares of Company Common Stock shall have been so converted pursuant to Section 3.1(b) and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f3.1(d) and any dividends or distributions payable pursuant to Section 1.7(d4.1(d).

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any -4- 9 fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly (i) As soon as reasonably practicable (but in no event more than five (5) Business Days) after the Effective TimeClosing Date, Parent shall cause the Exchange Agent to shall mail to each every holder of record of Company Capital Stock that was issued and outstanding immediately prior to the Effective Time and that has not previously delivered its Certificates (as defined below) together with a properly completed and duly executed Letter of Transmittal: (A) a form of Letter of Transmittal in the form attached hereto as Exhibit J (the “Letter of Transmittal”) and (B) instructions for use of the Effective Time) Letter of a certificate Transmittal in effecting the surrender of certificates or certificates (the "CERTIFICATES"), instruments which immediately prior to the Effective Time represented issued and outstanding shares of Company Common Capital Stock whose shares that were converted into the right to receive shares of Parent Common Stock cash pursuant to Section 1.6, cash 1.8(a) (the “Certificates”) in lieu exchange for cash. The Letter of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which Transmittal shall specify that delivery of Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery receipt thereof by the Exchange Agent, together with a properly completed and duly executed Letter of Transmittal, duly executed on behalf of each Person effecting the surrender of such Certificates, and shall be in such form and have such other provisions as Acquirer or the Exchange Agent may reasonably specify, including that the Effective Time Holders agree to be bound by the provisions of Section 1.9 and Article 8 of this Agreement and agree to release the Company and the Surviving Corporation from any claims, rights, liabilities and causes of action whatsoever based upon, relating to or arising out of the Certificates Certificates. (ii) As soon as reasonably practicable (but in no event more than five (5) Business Days) after the date of delivery to the Exchange Agent and shall contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parenta Certificate, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with Letter of Transmittal and any other documentation required thereby, (A) the instructions thereto, the holders holder of record of such Certificates Certificate shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which cash that such holders have holder has the right to receive pursuant to Section 1.6(fSections 1.8(a)(i)(A), (ii)(A) and any dividends or distributions payable pursuant to Section 1.7(dand/or (iii)(A) in respect of such Certificate), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which cash that such shares of Company Common Stock shall have been so converted and holder has the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(fpursuant to Sections 1.8(a)(i)(B), (ii)(B) and any dividends or distributions payable (iii)(B) will be deposited into escrow on such holder’s behalf pursuant to Section 1.7(d)1.9(c)(iii) and Article 8 and (B) such Certificate shall be canceled.

Exchange Procedures. Promptly Immediately after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company NRI Common Stock whose shares were converted into the right to receive shares of Parent Common Stock the Merger Shares and the Cash Consideration pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dSECTION 1.5(a), (i) a letter of transmittal transmittal, (ii) an Investment Representation Letter (as defined in customary form SECTION 1.12 herein), (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 contain such other provisions iii) a Shareholder Waiver Agreement (as Parent may reasonably specifydefined in SECTION 5.1(g) herein) and (iiiv) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(fMerger Shares (less the Escrow Shares) and any dividends or other distributions pursuant to Section 1.7(dCash Consideration (less the Escrow Cash). Upon surrender of Certificates (i) a Certificate for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by Parent, together with and (ii) such letter of transmittal, Investment Representation Letter and Shareholder Waiver Agreement, each duly completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates and PurchasePro shall promptly cause to be issued, a certificate representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at Merger Shares (less the Effective TimeEscrow Shares), cash payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) SECTION 1.5, and any dividends or distributions payable pursuant to Section 1.7(dsuch holder's pro rata portion of the Cash Consideration (less the Escrow Cash), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of NRI Common Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock Merger Shares (less the Escrow Shares), the pro rata portion of the Cash Consideration (less the Escrow Cash) into which such shares of Company PurchasePro Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with SECTION 1.5. 2.4 Section 1.6(f) and any dividends or distributions payable pursuant 1.9 of the Original Agreement is hereby amended to Section 1.7(d).read, in its entirety, as follows:

Exchange Procedures. Promptly after the Effective Time, Parent ------------------- Inforetech shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCompany Certificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)the Merger Consideration, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Company Certificates to the Exchange Agent Inforetech and which shall contain be in such form and have such other provisions as Parent Inforetech may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stockthe Merger Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(f2.7(c) and any dividends or other distributions pursuant to Section 1.7(d2.6(b). Upon surrender of Company Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentInforetech, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Company Certificates shall be entitled to receive the Merger Consideration in exchange therefor certificates representing (subject to the number escrow of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective TimeIndemnification Escrow Shares pursuant to Section 11.1), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f2.7(c) and any dividends or distributions payable pursuant to Section 1.7(d2.6(b), and the Company Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Company Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions2.9, to evidence only the ownership of the number of full shares of Parent Inforetech Common Stock into which such shares of the Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f2.7(c) and any dividends or distributions payable pursuant to Section 1.7(d2.6(b). Notwithstanding the foregoing, if any Company Certificate is lost, stolen, destroyed or mutilated, such holder shall provide evidence reasonably satisfactory to Inforetech as to such loss, theft, destruction or mutilation and an affidavit in form and substance satisfactory to Inforetech, and, thereupon, such holder shall be entitled to receive the Merger Consideration in exchange therefor (subject to the escrow of the Indemnification Escrow Shares pursuant to Section 11.1), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 2.7(c) and any dividends or distributions payable pursuant to Section 2.6(b), and the Company Certificates so surrendered shall forthwith be canceled. Additional Merger Shares, if any, to be issued pursuant to Section 2.7(a)(ii) shall be issued by Inforetech within fifteen (15) business days following the date on which it has been determined that a milestone has been achieved.

Exchange Procedures. Promptly after the Effective Time, and in any event within twenty (20) business days thereafter, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.61.6(b), cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions payable pursuant to Section 1.7(d), 1.8(d): (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 contain 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 StockStock pursuant to Section 1.6(b), cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions payable pursuant to Section 1.7(d1.8(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Timepursuant to Section 1.6(b), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d1.8(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d1.8(d).

Exchange Procedures. Promptly after the Effective Time, Parent HP shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Compaq Common Stock whose shares were converted into the right to receive shares of Parent HP Common Stock pursuant to Section 1.61.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), ): (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 contain be in such form and have such other provisions as Parent HP may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing whole shares of Parent HP Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by ParentHP, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be required by the Exchange Agent, the holders holder of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent HP Common Stock (after taking into account all Certificates surrendered by such holder) to which their shares of Company Common Stock were converted at the Effective Timesuch holder is entitled pursuant to Section 1.6(a) (which shall be in uncertificated book entry form unless a physical certificate is requested or is otherwise required by applicable law or regulation), payment in lieu of fractional shares which such holders have holder has the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent HP Common Stock into which such shares of Company Compaq Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Except as specified in Section 1.7(e), no transfer or other taxes will be assessed against the holders of Company Common Stock in connection with such exchange, except as required by law. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after (a) After the Effective Time, the Parent or the Buyer shall cause an exchange agent selected by the Parent (the “Exchange Agent Agent”) to mail to each holder the shareholders of the Company of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to at the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of appropriate transmittal in customary form materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing Company Shares prior to such Effective Time shall pass, only upon proper delivery of such certificates to the Certificates Exchange Agent). After the Effective Time, each holder of Company Shares issued and outstanding at the Effective Time (other than any of such shares held by the Parent or any Affiliate thereof or canceled pursuant to Section 2.2(c) or (d)) shall surrender the certificate or certificates representing such shares to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) upon surrender thereof and (ii) instructions for use completion of all requirements contained in effecting this ARTICLE II and the surrender letter of transmittal sent by the Exchange Agent receive in exchange therefor the number of shares of the Certificates Parent’s Stock (if any) to which such holder is entitled hereunder. None of the Parent, the Buyer or the Exchange Agent shall be obligated to deliver any of such consideration until such holder surrenders the certificate(s) representing such holder’s Company Shares. The certificate(s) so surrendered shall be duly endorsed as the Exchange Agent may require. Any other provision of this Agreement notwithstanding, none of the Parent, the Buyer or the Exchange Agent shall be liable to any holder of Company Shares for any amounts paid or properly delivered in exchange good faith to a public official pursuant to any applicable abandoned property Law. (b) To the extent permissible under applicable law, former shareholders of record of the Company shall not be entitled to vote at any meeting of the Parent’s shareholders until such holders have exchanged their certificates representing such Company Shares for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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 ’s Stock in accordance with the instructions theretoprovisions of this Agreement. To the extent permissible under applicable law, whenever a dividend or other distribution is declared by the Parent on the Parent’s Stock, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into record date for which their shares of Company Common Stock were converted is at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to the declaration shall only include dividends and or other distributions, to evidence only the ownership distributions on shares of the number Parent’s Stock actually issued at such time, and no dividend or other distribution payable to the holders 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 record of the issuance Parent’s Stock as of any fractional shares in accordance with Section 1.6(f) and time subsequent to the Effective Time shall be delivered to the holder of any dividends certificate representing any of the Company Shares who has not, as of the record date for such dividend or distributions payable pursuant to Section 1.7(d)distribution, exchanged the certificates representing such Company Shares for certificates representing the Parent’s Stock.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at Stock, if any, to be deposited in the Effective TimeEscrow Fund (as defined in Section 7.5 below) on such holder's behalf pursuant to Section 7.5 hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.6, and the Certificates Certificate so surrendered shall forthwith be canceled. As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount which shall be registered in the name of the Escrow Agent. Notwithstanding the provisions contained in Section 1.6(g), any fractional share that would otherwise result from the issuance of a certificate representing the shares of Parent Common Stock to be deposited into escrow pursuant to Article VII hereof shall be rounded down to the nearest whole share and any fraction of a share that would otherwise result from the issuance of a certificate representing the remaining shares of Parent Common Stock which each such shareholder would otherwise be entitled to receive under Section 1 by virtue of ownership of outstanding shares of Company Common Stock shall be rounded up to the nearest whole share. Such shares shall be owned beneficially and of record by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthan the payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) 1.6 and any dividends or distributions payable this Section 1.8(c). Parent shall use its reasonable efforts to cause the Exchange Agent to issue to each Company shareholder the Parent Common Stock pursuant to Section 1.7(d)1.6 within five (5) business days after the Exchange Agent receives all documents necessary to effect such exchange, properly completed, guaranteed (in the event that shares of Parent Common Stock are requested to be registered in names other than the registered holder of Company Common Stock or Company Preferred) and presented for transfer, from each such shareholder.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) Time of a certificate or certificates (the "CERTIFICATES")certificates, which immediately prior to the Effective Time represented outstanding shares of Company OrthoNetx Common Stock whose shares were converted into (the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d"Certificates"), (i) a letter of transmittal in customary form (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 contain such other provisions as Parent may reasonably specify) Parent, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares Stock pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d1.6(a). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company OrthoNetx Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d1.6(a), and the Certificates so surrendered shall forthwith be canceledcancelled. Until so surrendered, outstanding Certificates will be deemed deemed, from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full whole shares of Parent Common Stock into which such shares of Company OrthoNetx Common Stock shall have been so converted and (including any voting, notice or other rights associated with the right to receive an amount in cash in lieu ownership of such shares of Parent Common Stock under the issuance Articles of any fractional shares in accordance with Section 1.6(f) and any dividends Incorporation or distributions payable pursuant to Section 1.7(dBylaws of Parent or under the NRS).

Exchange Procedures. At or prior to the Effective Time, Alternate Holdco shall deposit with an exchange agent (the "Exchange Agent"), selected by Parent with the Company's prior approval, which shall not be unreasonably withheld, in trust for the benefit of the holders of Company Shares and Parent Shares, an amount in cash and certificates representing shares of Alternate Holdco common stock required to effect (i) the conversion of the Company Shares into the Merger Consideration pursuant to Section 3.1(a)(i) and (ii) the conversion of the Parent Shares into shares of Alternate Holdco common stock pursuant to Section 3.1(b)(i)(A). Alternate Holdco shall make sufficient funds available to the Exchange Agent from time to time as needed to pay cash in respect of dividends or other distributions in accordance with Section 3.2(b). To the extent that Alternate Holdco lacks funds sufficient to pay the full amount of the Cash Consideration, Parent shall advance Alternate Holdco such funds. Promptly after the Effective Time, Parent but in no event later than three business days following the Closing Date, Alternate Holdco shall cause the Exchange Agent to mail to each holder of record (as of the ▇▇▇▇▇▇▇▇ Merger Effective Time) Time of a certificate or certificates (representing Company Shares and to each holder of record as of the "CERTIFICATES"), which immediately prior to the Devon Merger Effective Time represented outstanding shares of a certificate representing Parent Shares (each a "Certificate") (other than holders of a Certificate in respect of Excluded Company Common Stock whose shares were converted into the right to receive shares of Shares or Excluded Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(fShares) and any dividends or other distributions pursuant to Section 1.7(d), (i) a letter of transmittal in customary form (which shall specify specifying that delivery of the Certificates shall be effected, and that risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or, in lieu of such Certificates, affidavits of loss together with either a reasonable undertaking to indemnify Alternate Holdco, Parent or the Company, if Alternate Holdco believes that the person providing the indemnity is sufficiently creditworthy, or, if Alternate Holdco does not so believe, indemnity bonds) to the Exchange Agent Agent, such letter of transmittal to be in such form and shall contain have such other provisions as Parent and the Company may reasonably specify) agree, and (ii) instructions for use in effecting the surrender of exchanging the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares and receiving the Merger Consideration to which such holder shall be entitled therefore pursuant to Section 1.6(f3.1(a)(i) and any dividends or other distributions the shares of Alternate Holdco common stock to which such holder shall be entitled therefore pursuant to Section 1.7(d3.1(b)(i)(A), as the case may be. Upon Subject to Section 3.2(g), upon surrender of Certificates a Certificate formerly representing Company Shares 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 theretoexecuted, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (i) a certificate representing the that number of whole shares of Parent Common Stock into which their shares Alternate Holdco common stock that such holder is entitled to receive pursuant to Section 3.1(a)(i) and (ii) a check in the aggregate amount (after giving effect to any required tax withholdings) of Company Common Stock were converted at (A) the Effective Time, payment cash that such holder is entitled to receive pursuant to Section 3.1(a)(i) plus (B) any cash in lieu of fractional shares which determined in accordance with Section 3.2(d) plus (C) any cash dividends and any other dividends or other distributions that such holders have holder has the right to receive pursuant to the provisions of this Section 1.6(f3.2. Upon surrender of a Certificate formerly representing Parent Shares for cancellation to the Exchange Agent together with such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor (i) and any dividends or distributions payable a certificate representing that number of whole shares of Alternate Holdco common stock that such holder is entitled to receive pursuant to Section 1.7(d), 3.1(b)(i)(A) and (ii) a check in the Certificates aggregate amount (after giving effect to any required tax withholdings) of any cash dividends and any other dividends or other distributions that such holder has the right to receive pursuant to the provisions of this Section 3.2. Each Certificate so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates No interest will be deemed from and after paid or accrued on any amount payable upon due surrender of any Certificate. In the event of a transfer of ownership of Company Shares or Parent Shares that occurred prior to the ▇▇▇▇▇▇▇▇ Merger Effective Time or the Devon Merger Effective Time, for all corporate purposesas the case may be, subject to Section 1.7(d) but is not registered in the transfer records of the Company or Parent, the Merger Consideration may be issued and/or paid or the shares of Alternate Holdco common stock may be issued, as to dividends and other distributionsthe case may be, to such a transferee if the Certificate formerly representing such Company Shares or Parent Shares is presented to the Exchange Agent, accompanied by all documents required to evidence only the ownership of the number of full and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any certificate for shares of Parent Common Stock into Alternate Holdco common stock is to be issued in a name other than that in which the Certificate surrendered in exchange therefor is registered, it shall be a condition of such shares of Company Common Stock exchange that the Person requesting such exchange shall have been so converted and the right to receive an amount in cash in lieu pay any transfer or other taxes required by reason of the issuance of any fractional certificates for shares of Alternate Holdco common stock in accordance with Section 1.6(f) and any dividends a name other than that of the registered holder of the Certificate surrendered, or distributions payable pursuant shall establish to Section 1.7(d)the satisfaction of Alternate Holdco or the Exchange Agent that such tax has been paid or is not applicable.

Exchange Procedures. Promptly (i) As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record (as of the Effective Time) recordholder of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) Certificate a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon the actual delivery of the Certificates such letter of transmittal to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock, cash the consideration described in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dthe next sentence). Upon At or after the Effective Time and upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed of all Company Certificates held by Parentany recordholder of a Company Certificate, together with such letter of transmittaltransmittal duly executed, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates holder shall be entitled to receive in exchange therefor certificates a Parent Certificate(s) representing the number of whole shares of Parent Common Stock into which their shares of the Company Common Stock were represented by the surrendered Company Certificate(s) shall have been converted at the Effective TimeTime pursuant to this Article II, payment cash in lieu of any fractional shares which such holders have the right to receive pursuant to share of Parent Common Stock in accordance with Section 1.6(f2.2(e) and any certain dividends or and other distributions payable pursuant to in accordance with Section 1.7(d2.2(c), and the Certificates Company Certificate(s) so surrendered shall forthwith be canceled. ; provided, however, that Company Certificates surrendered for exchange by any person constituting an "affiliate" of the Company for purposes of Rule 145(c) under the Securities Act shall not be exchanged for Parent Certificates until Parent has received a written agreement from such person as provided in Section 5.6. (ii) Until so surrenderedCompany Certificates have been surrendered and exchanged for Parent Certificates as herein provided, each outstanding Certificates will Company Certificate shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender a Parent Certificate(s) representing a whole number of shares of Parent Common Stock and cash in lieu of any fractional share as contemplated by this Section 2.2. No transfer taxes shall be payable in connection with any such ex change, except that if any Parent Certificate (or any check representing cash in lieu of a fractional share) is to be issued in the name other than that in which the Company Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of the Parent Certificate or check in a name other than that of the registered holder of the Company Certificate, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Parent or the Exchange Agent are required to deduct and withhold under the Code, or any provision of state, local or foreign tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all corporate purposespurposes of this Agreement as having been paid to the holder of the Company Common Stock in respect of whom such deduction and withholding was made by Parent or the Exchange Agent. If outstanding Company Certificates are not surrendered prior to six years after the Effective Time of the Merger (or, subject in any particular case, prior to Section 1.7(d) as to such earlier date on which dividends and other distributions, if any, described above would otherwise escheat to evidence only or become the ownership property of any governmental unit or agency), the number amount of full shares of dividends and other distributions, if any, that have become payable and that thereafter become payable on Parent Common Stock into which evidenced by such shares Company Certif icates as provided herein shall, to the extent permitted by applicable law, become the property of Company Common Stock Parent (and, to the extent not in its possession, shall have been so converted be paid over to it), free and the right to receive an amount in cash in lieu clear of the issuance all claims or interest of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)person previously entitled thereto.

Exchange Procedures. Promptly As soon as practicable after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail be mailed to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock whose and which shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain 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, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates a certificate representing the number of whole shares of Parent Common Stock into which their (less the number of shares of Company Parent Common Stock were converted at Stock, if any, to be deposited in the Effective TimeEscrow Fund on such holder's behalf pursuant to Article VII hereof), payment plus cash in lieu of fractional shares in accordance with Section 1.6, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates Certificate so surrendered shall forthwith be canceled. Until As soon as practicable after the Effective Time, and subject to and in accordance with the provisions of Article VII hereof, Parent shall cause to be distributed to the Escrow Agent (as defined in Article VII) a certificate or certificates representing that number of shares of Parent Common Stock equal to the Escrow Amount, which certificate shall be registered in the name of the Escrow Agent. Such shares shall be beneficially owned by the holders on whose behalf such shares were deposited in the Escrow Fund and shall be available to compensate Parent as provided in Article VII. Notwithstanding the provisions of Section 1.6(a), from the Closing and until so surrendered, each outstanding Certificates Certificate that, prior to the Effective Time, represented shares of Company Capital Stock will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends (subject to Section 1.7(d) as to dividends and other distributions1.8(d)), to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Capital Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d).

Exchange Procedures. Promptly after (a) Prior to or at the Effective Time, Parent shall make available to the Surviving Corporation for exchange in accordance with this Article II, the Initial Cash Merger Consideration, calculated using the Initial Cash Merger Consideration Inputs provided in the Closing Notice; provided that Parent will promptly pay to the Surviving Corporation any amounts by which the Merger Consideration increases due to Dissenting Shares being later deemed to be converted as of the Effective Time as provided in Section 2.7(d). No interest shall be paid or shall accrue on any consideration payable to holders of Company Capital Stock pursuant to the provisions of this Article II. (b) Prior to the Effective Time, the Company shall mail or deliver, or cause the Exchange Agent to mail be mailed or delivered, to each holder of record (as of the Effective Time) of Company Capital Stock: (A) a letter of transmittal (which shall specify that delivery of the Merger Consideration shall be effected, and risk of loss and title to the certificate or certificates or an instrument or instruments (the "CERTIFICATES"“Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6Capital Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (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 Parent at or following the Exchange Agent Closing and shall contain be in such form and have such other provisions as are reasonably acceptable to Parent may reasonably specifyand the Company) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares the consideration to which such Person may be entitled pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)this Article II. Upon due surrender of Certificates 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, the holders holder of record of such Certificates (unless such Certificates represent Dissenting Shares) shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at and a check, ACH payment, or a wire transfer in the Effective Time, payment in lieu of fractional shares amount to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f) Sections 2.7 and any dividends or distributions payable pursuant to Section 1.7(d), 2.8 and the Certificates Company Capital Stock so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates (other than those representing Dissenting Shares, unless the holder thereof loses its right to appraisal) will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(devidence the right to receive the Merger Consideration into which such securities shall have been so converted. (c) as Prior to dividends and other distributionsthe Effective Time, the Company shall mail or deliver, or cause to be mailed or delivered, to evidence only the ownership each holder of Company Options, an Option Holder Acknowledgment (which shall specify that delivery of the number Merger Consideration shall be effected only upon delivery of full the Option Holder Acknowledgment to the Parent at or following the Closing and shall be in such form and have such other provisions as are reasonably acceptable to Parent and the Company). Upon receipt by Parent of such Option Holder Acknowledgment, the holder of such Company Options shall be entitled to receive in exchange therefor the shares of Parent Common Stock into and a check, ACH payment, or a wire transfer in the amount to which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable holder is entitled pursuant to Section 1.7(d)2.8. (d) Parent, the Surviving Corporation and the Escrow Agent shall be entitled to deduct and withhold from any consideration payable or other payment pursuant to this Agreement to any Company Holder or any other Person such amounts as are required to be deducted or withheld therefrom under the Code or otherwise under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld and timely paid to the appropriate Tax Authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.

Exchange Procedures. Promptly after the Effective Time, the Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATESCertificates"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)1.5, (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 contain be in such form and have such other provisions as the Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed by the Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at the Effective Time, payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, purposes to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)be exchanged.

Exchange Procedures. Promptly (i) As soon as practicable after the Effective Time, Parent shall cause the Exchange Agent to shall mail to each holder of record (as of the Effective Time) recordholder of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d), (i) Certificate a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon actual delivery of the Certificates thereof to the Exchange Agent and shall contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Company Certificates in exchange for certificates representing shares of Parent Common Stock, cash the consideration described in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(dthe next sentence). Upon surrender of Certificates for cancellation to the Exchange Agent or to such other agent or agents as may be appointed of all Company Certificates held by Parentany recordholder of a Company Certificate, together with such letter of transmittaltransmittal duly executed, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates holder shall be entitled to receive in exchange therefor certificates a Parent Certificate(s) representing the number of whole shares of Parent Common Stock into which their shares of the Company Common Stock were represented by the surrendered Company Certificate(s) shall have been converted at the Effective TimeTime pursuant to this Article II, payment cash in lieu of any fractional shares which such holders have the right to receive pursuant to share of Parent Common Stock in accordance with Section 1.6(f2.2(e) and any certain dividends or and other distributions payable pursuant to in accordance with Section 1.7(d2.2(c), and the Certificates Company Certificate(s) so surrendered shall forthwith be canceled. cancelled; PROVIDED, HOWEVER, that Company Certificates surrendered for exchange by any person constituting an "affiliate" of the Company for purposes of Rule 145(c) under the Securities Act of 1933, as amended (the "Securities Act"), shall not be exchanged for Parent Certificates until Parent has received a written agreement from such person as provided in Section 5.6. (ii) Until so surrenderedCompany Certificates have been surrendered and exchanged for Parent Certificates as herein provided, each outstanding Certificates will Company Certificate shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender a Parent Certificate(s) representing a whole number of shares of Parent Common Stock and cash in lieu of any fractional share as contemplated by this Section 2.2. No transfer taxes shall be payable in connection with any such exchange, except that if any Parent Certificate (or any check representing cash in lieu of a fractional share) is to be issued in the name other than that in which the Company Certificate surrendered in exchange therefor is registered, it shall be a condition of such exchange that the person requesting such exchange shall pay to the Exchange Agent any transfer or other taxes required by reason of the issuance of the Parent Certificate (or check) in a name other than that of the registered holder of the Company Certificate, or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not applicable. Parent or the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Company Common Stock such amounts as Parent or the Exchange Agent are required to deduct and withhold under the Code, or any provision of state, local or foreign tax law, with respect to the making of such payment. To the extent that amounts are so withheld by Parent or the Exchange Agent, such withheld amounts shall be treated for all corporate purposespurposes of this Agreement as having been paid to the holder of the Company Common Stock in respect of whom such deduction and withholding was made by Parent or the Exchange Agent. If outstanding Company Certificates are not surrendered prior to six years after the Effective Time of the Merger (or, subject in any particular case, prior to Section 1.7(d) as to such earlier date on which dividends and other distributions, if any, described above would otherwise escheat to evidence only or become the ownership property of any governmental unit or agency), the number amount of full shares of dividends and other distributions, if any, that have become payable and that thereafter become payable on Parent Common Stock into which evidenced by such shares Company Certificates as provided herein shall, to the extent permitted by applicable law, become the property of Company Common Stock Parent (and, to the extent not in its possession, shall have been so converted be paid over to it), free and the right to receive an amount in cash in lieu clear of the issuance all claims or interest of any fractional shares in accordance with Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)person previously entitled thereto.

Exchange Procedures. Promptly after the Effective Time, Parent the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock, including those who became holders of record of Parent Common Stock pursuant to Section 1.6, cash in lieu as the result of any fractional shares pursuant to Section 1.6(f) the Company Merger and any dividends or other distributions pursuant to Section 1.7(d)the Parent Merger, (i) a letter of transmittal in customary form transmittal, which (which A) shall specify that all certificates representing Company Shares shall be deemed to represent the number of shares of Parent Common Stock issuable with respect to such certificates as the result of the Company Merger and the Parent Merger, (B) shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Parent Common Stock shall pass, only upon delivery of the Company Certificates or the Parent Certificates (collectively, the "Certificates" and each, a "Certificate"), as the case may be, to the Exchange Agent and (C) shall contain be in such form and have such other provisions as Parent the Surviving Corporation may reasonably specify) , and (ii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Surviving Corporation Common StockStock and, in the case of Company Certificates, cash in lieu of any fractional shares pursuant to Section 1.6(f) and any dividends or other distributions pursuant to Section 1.7(d)shares. Upon surrender of Certificates 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 completed and validly executed in accordance with the instructions thereto, the holders holder of such Certificates Certificate shall be entitled to receive in exchange therefor certificates (x) a certificate representing the number of whole shares of Parent Surviving Corporation Common Stock into to which their shares such holder is entitled pursuant to the first sentence of Section 1.6(a)(ii) or (iii), and (y) in the case of Company Common Stock were converted at Certificates, a check representing the Effective Time, payment amount of cash in lieu of fractional shares shares, if any, to which such holders have the right to receive holder is entitled pursuant to Section 1.6(f1.6(e) (such shares and any dividends or distributions payable pursuant to Section 1.7(dcash being, collectively, the "Merger Consideration"), and the Certificates Certificate so surrendered shall forthwith be canceled. Until so surrenderedSuch holder will also be entitled to receive, outstanding Certificates at the time of such surrender, any unpaid dividends and distributions to which such holder is entitled pursuant to Section 1.7(e), together with any dividends to which such holder may be entitled as a result of the dividend payable pursuant to Section 5.18, after giving effect to any required withholding tax. All such dividends shall be payable in accordance with the directions of the holder of the Certificate. No interest will be deemed from paid or accrued on the cash in lieu of fractional shares and unpaid dividends and distributions, if any, payable to holders of REIT Sub Shares or shares of Parent Common Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributions, to evidence only the ownership of the number of full shares of Parent Common Stock 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 Merger Consideration in accordance with the procedures set forth in this Section 1.6(f) and any dividends or distributions payable pursuant to Section 1.7(d)1.7.

Exchange Procedures. Promptly after the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), ) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive shares of Parent Common Stock pursuant to Section 1.6, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d), (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 contain be in such form and have such other provisions as Parent may reasonably specify) and (ii) Form W-9 and (iii) instructions for use in effecting the surrender of the Certificates in exchange for certificates representing shares of Parent Common Stock, cash in lieu of any fractional shares pursuant to Section 1.6(f1.6(e) and any dividends or other distributions pursuant to Section 1.7(d). Upon surrender of Certificates 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, the holders of such Certificates shall be entitled to receive in exchange therefor certificates representing the number of whole shares of Parent Common Stock into which their shares of Company Common Stock were converted at such holders have the Effective Timeright to receive pursuant to Section 1.6(e), payment in lieu of fractional shares which such holders have the right to receive pursuant to Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, subject to Section 1.7(d) as to dividends and other distributionsthe payment of dividends, to evidence only the ownership of the number of full shares of Parent Common Stock into which such shares of Company Common Stock shall have been so converted and the right to receive an amount in cash in lieu of the issuance of any fractional shares in accordance with Section 1.6(f1.6(e) and any dividends or distributions payable pursuant to Section 1.7(d). No interest will be paid or will accrue on the cash consideration payable upon the surrender of any Certificate.