Common use of No Certificate; Registration; Registration of Transfer; Change of Address Clause in Contracts

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions set forth in Section 3.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate). Upon receipt of such written notice, the CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agent, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights and entitling the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transfer. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of identifying the Holders and registering CVRs and transfers of CVRs as herein provided. The CVR Register will initially show one position for Cede & Co. representing all of the CVRs that are issued to the holders of Shares held by DTC on behalf of the street holders of the Shares. The Rights Agent will have no responsibility whatsoever directly to the street name holders or DTC participants with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish such payment to any former street name holders of the Shares by sending such payments to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its written guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR RegisterRegister and notify the Parent of the same. Any registration, transfer or assignment of the CVRs shall be without charge to the Holder (other than payment of a sum to the extent necessary to cover any stamp or other Tax or other governmental charge that is imposed in connection with any such registration, transfer or assignment). All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Parent and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid unless and until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar Rights Agent is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of identifying the Holders and registering CVRs and transfers of CVRs as herein provided. The CVR Register will initially show one position for Cede & Co. representing all of the CVRs that are issued to the holders of Shares held by DTC on behalf of the street holders of the Shares. The Rights Agent will have no responsibility whatsoever directly to the street name holders or DTC participants with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish such payment to any former street name holders of the Shares by sending such payments to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its written guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR RegisterRegister and notify Parent of the same. Any registration, transfer or assignment of the CVRs shall be without charge to the Holder (other than payment of a sum to the extent necessary to cover any stamp or other Tax or other governmental charge that is imposed in connection with any such registration, transfer or assignment). All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Parent and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid unless and until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar Rights Agent is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. The CVR Register will initially show one position for Cede & Co representing all the shares of Company Common Stock held by DTC on behalf of the street holders of the shares of Company Common Stock tendered by such holders in the Offer or held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of shares of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. Parent and Rights Agent may require payment of a sum sufficient to cover any stamp or other tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of applicable taxes or charges unless and until the Rights Agent is satisfied that all such taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent will, subject to its reasonable determination that the transfer instrument is hereby authorized toin proper form, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. The CVRs shall, in the case of the holders of Shares immediately prior to the Effective Time, other than the Excluded Shares, be registered in the names and addresses of the holder as set forth in the form Parent Holdco furnishes or causes to be furnished to the Rights Agent pursuant to Section 4.1, and in a denomination equal to the number of Shares converted into the right to receive the Per Share Merger Consideration. The CVR Register will initially show one position for Cede & Co representing all Shares held by DTC on behalf of street holders held by such holders as of immediately prior to the Effective Time. In the case of RSU Holders and Option Holders, the CVRs shall be registered in the names and addresses of such RSU Holder or Option Holder, as applicable, and in a denomination equal to the number of Shares subject to the outstanding restricted stock units held by such RSU Holder immediately prior to the Effective Time or the number of Shares underlying the outstanding stock options held by such Option Holder immediately prior to the Effective Time, as applicable, and, in each case, as set forth in a schedule delivered by the Company to Parent Holdco (the “Equity Awards Schedule”). The Rights Agent hereby acknowledges the restrictions on transfer contained in Section 2.2 and agrees not to register a transfer which does not comply with Section 2.2. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent the Rights Agent pursuant to its customary policies and the CVR Registrarguidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. Any transfer of CVRs will be without charge (other than the cost of any Tax) to the applicable Holder. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Parent Holdco and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the written notice is hereby authorized toin proper form, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder Holder, transfers of a CVRCVRs as herein provided and any new issuances of CVRs in respect of any Reverted Company Shares. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and the Tax Identification Number of each Holder, which information, if not available to the Company’s transfer agent or provided by the Holder, shall be provided in writing to the Rights Agent by the Company. The CVR Register will be updated as necessary by the Rights Agent to reflect the addition or removal of Holders (including pursuant to any Reverted Company Shares or Permitted Transfers), upon the written receipt of such information by the Rights Agent. Each of Parent the Company and the Stockholders’ Shareholder Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR RegistrarRights Agent. Within five (5) Business Days after receipt of such request, the CVR Registrar Rights Agent shall deliver mail a copy of the CVR Register, as then in effect, to Parent the Company and the Stockholders’ Shareholder Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and setting forth in reasonable detail the circumstances relating to the transfer, and must be accompanied by (i) a written instrument or instruments of transfer duly executed by the registered Holder thereof, the Holder’s attorney duly authorized in writing, the Holder’s personal representative or survivor, (ii) the transfer certificate attached hereto as Exhibit A duly completed and properly executed by both the registered Holder thereof, the Holder’s attorney duly authorized in writing, the Holder’s personal representative or survivor and the proposed transferee, and (iii) any other reasonably requested documentation in form reasonably satisfactory to Parent the Company and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is and the transfer certificate are in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentincluding Section 2.2, register the transfer of the CVRs in the CVR Register. The Rights Agent may rely on the information contained in the transfer certificate and any of the documents required to be provided with the transfer certificate. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parentthe Company, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR RegistrarRights Agent). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder; provided, that the Company and the Rights Agent may require (i) payment of a sum sufficient to cover any stamp, transfer or other similar tax or charge that is imposed in connection with any such transfer or (ii) that the transferor establish to the reasonable satisfaction of the Rights Agent that any such taxes have been paid. The Rights Agent shall have no duty or obligation to take any action under this Section 2.3(c) unless and until the Rights Agent is satisfied that all such taxes or charges have been paid in full. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument; provided however, the Holders shall receive evidence of issuance of the CVRs in the form of an account statement of other written documentation from the Rights Agent. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVRand (ii) registering CVRs and Permitted Transfers thereof. The CVR Register shall set forth the name and address of each Holderwill be created, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Registerwill be distributed, from time pursuant to time, upon written request made instructions to the CVR RegistrarRights Agent from Parent. Within five (5) Business Days after receipt In furtherance of such requestSection 2.04(e), the CVR Registrar Register shall deliver specify each CVR that is a copy Cash-Out CVR. For the avoidance of doubt, any CVRs payable to a Company Stockholder as Merger Consideration will not be deemed outstanding or included in the CVR Register, as then in effect, to Parent Register unless and until such Company Stockholder completes the Stockholders’ Representative at the address exchange procedures set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for 3.7(b) of the purpose of registering CVRs and transfers of CVRs as herein providedMerger Agreement. (c) Subject to Without limiting the restrictions restriction on transferability set forth in Section 3.22.02, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the circumstances relating to the transfer demonstrating that such proposed transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer is a Permitted Transfer and otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentof this Agreement, register the transfer of the applicable CVRs in the CVR RegisterRegister and notify Parent of the same. All Subject to Section 2.07, all duly and validly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid unless and until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such HolderH▇▇▇▇▇’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights AgentH▇▇▇▇▇. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedpermitted herein. The CVR Register will initially show one position for Cede & Co. representing all the shares of Company Common Stock held by DTC on behalf of the street name holders of the shares of Company Common Stock held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name of such street name holders in accordance with Section 2.02 of this Agreement. (c) Subject to the restrictions on transferability set forth in Section 3.22.02, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for in writing, personal representative or survivor and setting forth in reasonable detail the circumstances relating to the transfer, including a transfer description of a CVR shall be accompanied by documentation establishing that how the transfer is to qualifies as a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.02), register the transfer of the CVRs in the CVR Register. No service charge shall be made for any registration of transfer of a CVR, but Parent may require payment of a sum sufficient to cover any stamp or other tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of applicable taxes or charges unless and until the Rights Agent is satisfied that all such taxes or charges have been paid or will be paid. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderinitio. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1CVRs. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering the CVRs and transfers Permitted Transfers of the CVRs as herein provided. Upon any change in the identity of the Rights Agent, the successor Rights Agent will automatically also become the successor CVR Registrar. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent the Company and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, including the evidence of authority of the party presenting the CVR for transfer, which authority may include, if applicable, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. A request for a transfer of a CVR shall must be accompanied by such documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information Transfer as may be reasonably requested by Parent or the Company and/or the CVR Registrar (including opinions of counselRegistrar, if appropriate). Upon receipt of such written noticerequest and materials, the CVR Registrar shallwill, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parentthe Company, evidencing the same rights right and entitling will entitle the transferee to the same benefits and rights under this Agreement as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure invalid. All costs and expenses related to be duly registered is attributable to the fault of the CVR Registrar). Any any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than including the cost of any Tax which shall transfer tax) will be the responsibility of the transferor) to the Holder. (d) A Holder (or an authorized representative thereof) may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar is hereby authorized to, and shall promptly, will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purpose of registering CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. With respect to CVRs that are to be issued to the holders of Company Shares held in book-entry form through DTC, the CVR Register will initially show one (1) position for Cede & Co. (as nominee of DTC) representing all such CVRs. The Rights Agent will have no responsibility whatsoever directly to the street name holders or DTC participants with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of the Company Shares by sending a lump sum payment to DTC and the Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. In the case of CVRs to be received by the holders of Covered Equity Awards pursuant to the Merger Agreement, such CVRs will be registered in the name and address of the holder of such Covered Equity Awards as set forth in the records of the Company at the Effective Time and in a denomination equal to the number of Company Shares subject to such Covered Equity Awards canceled in connection with the Merger. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other documentation reasonably requested documentation by the Rights Agent in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and form, notify Parent that it has received such written notice. Upon receipt of such notice from the Rights Agent, Parent shall in good faith reasonably determine whether the transfer otherwise complies with the other terms and conditions herein on its faceof this Agreement (including the provisions of Section 2.2), without investigation or inquiry by and if Parent so reasonably determines that it does so comply, Parent shall instruct the Rights Agent, Agent in writing to register the transfer of the CVRs in the CVR RegisterRegister and notify Parent of the same. No service charge shall be made for any registration of transfer of a CVR, but Parent and the Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Parent and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid unless and until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar Rights Agent is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep create and maintain a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and Permitted Transfers. The CVR Register will be created, and CVRs will be distributed, pursuant to written instructions to the Rights Agent from the Company. The CVR Register will initially show one position for Cede & Co. representing shares of Common Stock held by DTC on behalf of the street holders of the shares of Common Stock held by such holders as of immediately prior to the Effective Time and warrants to acquire shares of the Company as of immediately prior to the Effective Time. In addition, the Rights Agent shall reflect in the CVR Register the additional CVRs issued to the holders of certain Parent Options who exercise such Parent Options pursuant to Section 2.6 of the Merger Agreement. The Rights Agent will have no responsibility whatsoever directly or indirectly to the street name holders with respect to transfers of CVRs as herein providedCVRs. With respect to any payments or issuances to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of shares Common Stock by sending one lump-sum payment or issuance to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments or shares of Common Stock by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines or procedures, including a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program, duly executed and properly completed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. The Company and Rights Agent may require evidence of payment of a sum sufficient to cover any stamp, documentary, registration, or other Tax or governmental charge that is imposed in connection with any such registration of transfer (or evidence that such Taxes and charges are not applicable). The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of applicable taxes or charges unless and until the Rights Agent is satisfied that all such taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Company and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is hereby authorized toin proper form, and shall promptly, promptly record the change of address in the CVR Register. (e) . The Stockholders’ Representative may Acting Holders may, without duplication, make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following Upon receipt of such written request from the date of receipt by Acting Holders, the Rights Agent of such request, the CVR Registrar shall promptly deliver a copy of such list to the Stockholders’ RepresentativeActing Holders. (e) The Company will provide written instructions to the Rights Agent for the distribution of CVRs to holders of Common Stock as of immediately prior to the Effective Time (the “Record Time”). Subject to the terms and conditions of this Agreement and the Company’s prompt confirmation of the Effective Time, the Rights Agent shall effect the distribution of the CVRs to each holder of Common Stock and each holder of warrants to acquire shares of the Company as of the Record Time, and to each holder of Parent Options exercising such Parent Options after the Record Time, in each case less any applicable tax withholding, by the mailing of a statement of holding reflecting such CVRs.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5ii) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedPermitted Transfers thereof. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the applicable CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferortransfer tax) to the applicable Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Merck CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “Merck CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1Merck CVRs. The Rights Agent is hereby initially appointed “Merck CVR Registrar” for the purpose of registering Merck CVRs and transfers of Merck CVRs as herein provided. Upon any change to the identity of the Rights Agent, the successor Rights Agent shall automatically also become the successor Merck CVR Registrar. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a Merck CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent Buyer and the Merck CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a participant in a recognized Signature Guarantee Medallion Program. A request for a transfer of a Merck CVR shall be accompanied by such documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information Transfer as may be reasonably requested by Parent or Buyer and/or the Merck CVR Registrar (including opinions of counsel), if appropriate). Upon receipt of such written noticerequest and materials, the Merck CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the Merck CVRs in the Merck CVR Register. All duly transferred Merck CVRs registered in the Merck CVR Register shall be the valid obligations of ParentBuyer, evidencing the same rights right and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a Merck CVR shall be valid until registered in the Merck CVR Register, and any transfer not duly registered in the Merck CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the Merck CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax transfer tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the Merck CVR Registrar to change such Holder’s address of record in the Merck CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the Merck CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the Merck CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs Contingent Value Rights shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs Contingent Value Rights in a book-entry position for each Holder of a CVRContingent Value Right Holder. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs Contingent Value Rights held by such Holder and Tax Identification Number (if any) of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs Contingent Value Rights and transfers Permitted Transfers of CVRs Contingent Value Rights as herein provided; provided that any successor Rights Agent appointed pursuant to Section 4.3 shall automatically be deemed to be the successor CVR Registrar. (c) Subject to the restrictions set forth in Section 3.23.3, every request made to transfer a CVR Contingent Value Right must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR Contingent Value Right shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate). Upon receipt of such written notice, the CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer Permitted Transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer Permitted Transfer of the CVRs Contingent Value Rights in the CVR Register. All duly transferred CVRs Contingent Value Rights registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights and entitling the transferee Permitted Transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR Contingent Value Right shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs Contingent Value Rights shall be without charge by Parent or the CVR Registrar (other than the cost of any transfer Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The H3 CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “H3 CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1H3 CVRs. The Rights Agent is hereby initially appointed “H3 CVR Registrar” for the purpose of registering H3 CVRs and transfers of H3 CVRs as herein provided. Upon any change in the identity of the Rights Agent, the successor Rights Agent shall automatically also become the successor H3 CVR Registrar. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a H3 CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent Buyer and the H3 CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a participant in a recognized Signature Guarantee Medallion Program. A request for a transfer of a H3 CVR shall be accompanied by such documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information Transfer as may be reasonably requested by Parent or Buyer and/or the H3 CVR Registrar (including opinions of counsel), if appropriate). Upon receipt of such written noticerequest and materials, the H3 CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the H3 CVRs in the H3 CVR Register. All duly transferred H3 CVRs registered in the H3 CVR Register shall be the valid obligations of ParentBuyer, evidencing the same rights right and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a H3 CVR shall be valid until registered in the H3 CVR Register, and any transfer not duly registered in the H3 CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the H3 CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax transfer tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the H3 CVR Registrar to change such Holder’s address of record in the H3 CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the H3 CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the H3 CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent In connection with the payment of consideration in the names and addresses of each Holder and the number of CVRs held by such HolderMerger, the Rights Agent shall prepare and keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder and transfers of a CVRCVRs as herein provided. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and the Tax Identification Number of each Holder, which information, if not available to the Company’s transfer agent or provided by the Holder, shall be provided in writing to the Rights Agent by the Company. The CVR Register will be updated as necessary by the Rights Agent to reflect the addition or removal of Holders (including pursuant to any Permitted Transfers), upon the written receipt of such information by the Rights Agent. Each of the Company and Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR RegistrarRights Agent. Within five (5) Business Days after receipt of such request, the CVR Registrar Rights Agent shall deliver mail a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative Company at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided5.1. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and set forth in reasonable detail the circumstances relating to the transfer, and must be accompanied by (i) a written instrument or instruments of transfer duly executed by the registered Holder thereof, the Holder’s attorney duly authorized in writing, and the Holder’s personal representative or survivor, (ii) the transfer certificate attached hereto as Exhibit A duly completed and properly executed by both the registered Holder thereof, the Holder’s attorney duly authorized in writing, the ▇▇▇▇▇▇’s personal representative or survivor and the proposed transferee, and (iii) any other reasonably requested documentation in form reasonably satisfactory to Parent the Company and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is and the transfer certificate are in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentincluding Section 2.2, register the transfer of the CVRs in the CVR Register. The Rights Agent may rely on the information contained in the transfer certificate and any of the documents required to be provided with the transfer certificate. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parentthe Company, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR RegistrarRights Agent). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder; provided, that Parent and the Rights Agent may require (i) payment of a sum sufficient to cover any stamp, transfer or other similar tax or charge that is imposed in connection with any such transfer or (ii) that the transferor establish to the reasonable satisfaction of the Rights Agent that any such taxes have been paid. The Rights Agent shall have no duty or obligation to take any action under this Section 2.3(c) unless and until the Rights Agent is satisfied that all such taxes or charges have been paid in full. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Holders’ rights and obligations in respect of CVRs shall derive solely from this Agreement; CVRs will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a will maintain an up-to-date register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs, (ii) determining Holders’ entitlement to CVRs in a book-entry position for each Holder of a CVRand (iii) registering the CVRs and Permitted Transfers thereof. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy will initially show one position for The Depository Trust Company (or its nominee) representing all of the CVR Register, from time to time, upon written request made CVRs provided to the CVR Registrar. Within five (5) Business Days after receipt holders of such request, the CVR Registrar shall deliver a copy shares of Homology Common Stock held as of the CVR RegisterRecord Date. Except as expressly provided herein with respect to the rights of the Rights Agent, as then in effect, neither Homology nor its Subsidiaries will have any responsibility or liability whatsoever to Parent and any person other than the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedHolders. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR Transfer CVRs must be in writing and accompanied by a written instrument or instruments of transfer Transfer reasonably acceptable to the Rights Agent, together with the signature guarantee of a guarantor institution which is a participant in a signature guarantee program approved by the Securities Transfer Association (a “signature guarantee”) and any other reasonably requested documentation in a form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed and properly completed, as applicable, by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination in accordance with its own internal procedures that the transfer Transfer instrument is in proper form and the transfer Transfer is a Permitted Transfer and otherwise complies on its face with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentof this Agreement, register the transfer Transfer of the applicable CVRs in the CVR Register. All duly transferred Transfers of CVRs registered in the CVR Register shall will be the valid obligations of ParentHomology, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior transferor. Each of Homology and the Rights Agent may require payment (without duplication) of a sum sufficient to cover any stamp or other transfer Tax or governmental charge that is imposed in connection with (and would not have been imposed but for) any such registration of transfer, unless the transferee shall have established to the reasonable satisfaction of Homology or the Rights Agent, as applicable, that such Tax, if any, has been paid. No transfer of a CVR CVRs shall be valid until registered in the CVR Register, Register and any transfer not duly registered in the CVR Register will shall be void ab initio (unless the transfer was permissible hereunder void. Homology shall not be responsible for any costs and such failure expenses related to be duly registered is attributable to the fault of the CVR Registrar). Any any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than including the cost of any Tax which shall be the responsibility of the transferor) to the Holdertransfer tax). (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent▇▇▇▇▇▇. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Roche CVRs shall be issued in book-entry form only and shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “Roche CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1Roche CVRs. The Rights Agent is hereby initially appointed Roche CVR registrar and transfer agent (“Roche CVR Registrar” ”) for the purpose of registering Roche CVRs and transfers of Roche CVRs as herein provided. Upon any change in the identity of the Rights Agent, the successor Rights Agent shall automatically also become the successor Roche CVR Registrar. (c) Subject to the restrictions set forth in Section 3.2, every Every request made to transfer a Roche CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably documentation requested documentation by Buyer or Roche CVR Registrar, in a form reasonably satisfactory to Parent Buyer and the Roche CVR Registrar, properly completed and duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for , such signature to be guaranteed by a transfer of participant in a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)recognized Signature Guarantee Medallion Program. Upon receipt of such written noticerequest and materials, and all other reasonably necessary information, the Roche CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agent, shall register the transfer of the Roche CVRs in the Roche CVR Register. All duly transferred Roche CVRs registered in the Roche CVR Register shall be the valid obligations of ParentBuyer, evidencing the same rights right and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a Roche CVR shall be valid until registered in the Roche CVR Register, and any transfer not duly registered in the Roche CVR Register will not be void ab initio (unless honored by Buyer or the transfer was permissible hereunder Rights Agent until it is so registered, and such failure to then it will be duly registered is attributable to the fault of the CVR Registrar)honored only prospectively. Any transfer or assignment of the Roche CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax tax or charge that may be payable in respect of such transfer or assignment, which shall be the responsibility of the transferor) to the Holder. The Rights Agent shall have no duty or obligation under any Section of this Agreement that requires the payment of taxes or charges unless and until it is satisfied that such taxes and/or charges have been or will be paid. (d) A Holder may make a written request to the Roche CVR Registrar to change such Holder’s address of record in the Roche CVR Register. The written request must be duly executed by the Holder and accompanied by conform to such other evidence of the Holder’s identity or interest in the CVR reasonable requirements as reasonably requested by the Rights AgentAgent may from time to time establish. Upon receipt of such proper written noticerequest, the Roche CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the Roche CVR Register. (e) The Upon reasonable written request of the Stockholders’ Representative may make a written request to Representative, the Rights Agent for a list containing shall (at the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5Stockholders’ Representative’s expense) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver promptly provide a copy of such list the Roche CVR Register to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedPermitted Transfers thereof. (c) The CVRs issued in consideration for 102 Company Options or 102 Shares shall be registered in the name of the 102 Trustee (as defined in the Merger Agreement) in the CVR Register for the benefit of the applicable beneficial Holder. (d) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. Parent and the Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of applicable Taxes or charges unless and until the Rights Agent is reasonably satisfied that all such Taxes or charges have been paid. Notwithstanding anything herein to the contrary, and subject to any other provision in the Withholding Tax Ruling, the Option Tax Ruling, the Interim Option Tax Ruling, any Valid Tax Certificate (as such terms are defined in the Merger Agreement) or any other written instructions provided by the Israel Tax Authority (the “ITA”), no transfer of a CVR under this Agreement shall be permitted and/or effected, unless Parent and the Rights Agent are satisfied that any and all Israeli Tax withholding obligations under Israeli Tax laws, if any, have been met. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR RegisterRegister in accordance with this Agreement. For the avoidance of doubt, and any transfer not duly registered in the CVR Register will provisions of Section 2.4(f) below shall be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable applicable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of Milestone Payment Amount payable to any Tax which shall be the responsibility of the transferor) to the HolderPermitted Transferee. (de) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Aplindore CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “Aplindore CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1Aplindore CVRs. The Rights Agent is hereby initially appointed “Aplindore CVR Registrar” for the purpose of registering Aplindore CVRs and transfers of Aplindore CVRs as herein provided. Upon any change to the identity of the Rights Agent, the successor Rights Agent shall automatically also become the successor Aplindore CVR Registrar. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a an Aplindore CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent Buyer and the Aplindore CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a participant in a recognized Signature Guarantee Medallion Program. A request for a transfer of a an Aplindore CVR shall be accompanied by such documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information Transfer as may be reasonably requested by Parent or Buyer and/or the Aplindore CVR Registrar (including opinions of counsel), if appropriate). Upon receipt of such written noticerequest and materials, the Aplindore CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the Aplindore CVRs in the Aplindore CVR Register. All duly transferred Aplindore CVRs registered in the Aplindore CVR Register shall be the valid obligations of ParentBuyer, evidencing the same rights right and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a an Aplindore CVR shall be valid until registered in the Aplindore CVR Register, and any transfer not duly registered in the Aplindore CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the Aplindore CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax transfer tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the Aplindore CVR Registrar to change such Holder’s address of record in the Aplindore CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the Aplindore CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the Aplindore CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from The Parent of shall cause to be kept at the names and addresses of each Holder and the number of CVRs held by such Holder, the Rights Agent shall keep Parent's principal office a register (the “register maintained in such office and in any other office designated pursuant to this Section 2.3 being herein sometimes referred to as the "CVR Register”") in which the Parent shall provide for the registration of CVRs in a book-entry position for each Holder of a CVRCVRs. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy Secretary of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “"CVR Registrar” " for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to the Parent to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to the Parent and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a thereof, his attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, personal representative or survivor and setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written noticenotice by the Parent, the CVR Registrar shall, subject to its his reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the CVRs in the CVR Register. All duly transferred transfers of CVRs registered in the CVR Register shall be the valid obligations of the Parent, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, Register and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderinitio. (d) A Holder may make a written request to the CVR Registrar or the Parent to change such Holder’s 's address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticenotice by the CVR Registrar or the Parent, the CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs in a book-entry position for each Holder and (ii) documenting CVRs and Permitted Transfers thereof, which CVR Register may be amended from time to time by the Rights Agent to reflect any changes to Holders or applicable number of a CVRCVRs as permitted hereunder, including to reflect any repurchases by Parent of CVRs. The CVR Register shall set forth will initially show one position for Cede & Co. representing all of the name and address CVRs that are issued to the former holders of each Holder, and the number shares of CVRs Company Common Stock held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy DTC on behalf of the CVR Register, from time former street holders of the shares of Company Common Stock. With respect to time, upon written request any payments to be made to the CVR Registrar. Within five (5) Business Days after receipt of such requestunder Section 1.4 below, the CVR Registrar shall deliver a copy Rights Agent will accomplish such payment to any former street name holders of the CVR Register, as then in effect, shares of Common Stock by sending such payments to Parent and the Stockholders’ Representative at the address set forth in Section 7.1DTC. The Rights Agent is hereby initially appointed “CVR Registrar” for will have no responsibilities whatsoever with regard to the purpose distribution of registering CVRs and transfers of CVRs as herein providedpayments by DTC to such street name holders. (c) Subject to Without limiting the restrictions restriction on transferability set forth in Section 3.21.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the circumstances relating to the transfer demonstrating that such proposed transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent shall promptly notify Parent in writing that it has received such written notice. Upon receipt of such notice from the Rights Agent, subject to its reasonable determination that Parent shall in good faith reasonably determine whether the transfer instrument is in proper form a Permitted Transfer and the transfer otherwise complies with the other terms and conditions herein on its faceof this Agreement, without investigation or inquiry by and if Parent so reasonably determines that such transfer does so comply, Parent shall instruct the Rights Agent, Agent in writing to register the transfer of the applicable CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered Register in the accordance with this Agreement. The CVR Register will shall be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)conclusive absent manifest error. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any transfer Tax which shall be the responsibility of the transferoror similar Tax or charge) to the applicable Holder. Parent and the Rights Agent may require payment from the applicable Holder or recipient of the applicable CVR of a sum sufficient to cover any stamp or other Tax or charge that is imposed in connection with any such registration of transfer and/or may require the applicable Holder or recipient of the applicable CVR to establish to the satisfaction of Parent and the Rights Agent that such stamp or other Tax or charge has been paid or is otherwise not payable. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall be issued in book-entry form only and shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1CVRs. The Rights Agent is hereby initially appointed as the registrar and transfer agent (the “CVR Registrar” ”) for the purpose of registering CVRs and transfers of CVRs as herein provided. The CVR Register will initially show one position for Cede & Co. representing shares of Parent Common Stock held by DTC on behalf of the street holders of the shares of Parent Common Stock held by such holders as of immediately prior to the First Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs. With respect to any payments or issuances to be made under this Agreement, the Rights Agent will accomplish the payment to any former street name holders of shares of Parent Common Stock by sending one lump-sum payment or issuance to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.3, every request made to transfer effect a Permitted Transfer of a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent Holdco and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorneythereof. A request for a transfer of a CVR shall be accompanied by such documentation establishing satisfaction that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information Transfer as may be reasonably requested by Parent or Holdco and the CVR Registrar (including opinions of counsel), if appropriate). Upon receipt of such written notice, the CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with applicable Law and the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentset forth herein, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of ParentHoldco, evidencing the same rights right and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not approved by CVR Registrar and duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any transfer Tax which shall be the responsibility of the transferor) to the Holder. Holdco and the Rights Agent may require evidence of payment of a sum sufficient to cover any stamp, documentary, registration, or other Tax or governmental charge that is imposed in connection with any such registration of transfer (or evidence that such Taxes and charges are not applicable). (d) A Holder (or the CVR Holders’ Representative, on behalf of a Holder) may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by conform to such other evidence of the Holder’s identity or interest in reasonable requirements as the CVR as reasonably requested by the Rights AgentRegistrar may from time to time establish. Upon receipt of such proper written notice, the CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a Parent will provide written request instructions to the Rights Agent for a list containing the names, addresses and number issuance of CVRs to holders of Parent Common Stock as of immediately prior to the First Effective Time. Subject to the terms and conditions of this Agreement and Holdco’s prompt confirmation of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by First Effective Time, the Rights Agent shall effect the issuance of the CVRs, less any applicable withholding tax, to each holder of Parent Common Stock as of the First Effective Time by the mailing of a statement of holding reflecting such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ RepresentativeCVRs.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Holders’ rights and obligations in respect of CVRs shall derive solely from this Agreement; CVRs will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a will maintain an up-to-date register (the “CVR Register”) for the purposes of the registration of the CVRs and Permitted Transfers thereof in a book-entry position for each Holder of a CVRHolder. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder Holder, and Tax Identification Number the U.S. federal tax identification number of each Holder. Each The CVR Register will initially show one position for Cede & Co. representing all the shares of Parent and the Stockholders’ Representative may receive and inspect a copy Company Common Stock held by DTC on behalf of the CVR Register, from time to time, upon written request made street holders of the shares of Company Common Stock held by such holders as of immediately prior to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedEffective Time. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR Transfer CVRs must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR Registrar, Transfer duly executed and properly completed, as applicable, by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that in accordance with its own internal procedures, (i) determine if (A) the transfer Transfer instrument is in proper form form, (B) the Transfer is a Permitted Transfer and (C) the transfer Transfer otherwise complies on its face with the other terms and conditions herein on its faceof this Agreement, without investigation or inquiry by the Rights Agentand, if so (ii) register the transfer Transfer of the applicable CVRs in the CVR Register. All duly transferred Transfers of CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer Transfer of a CVR CVRs shall be valid until registered in the CVR Register, Register in accordance with this Agreement and any transfer Transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holdervoid. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a will maintain an up-to-date register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVRand (ii) registering CVRs and Permitted Transfers thereof. The CVR Register shall set forth will show one position for Cede & Co. representing all the name Shares held by DTC on behalf of the beneficial street holders of the Shares that were tendered by such holders in the Offer and address of each Holder, and the number of CVRs accepted for payment or held by such Holder and Tax Identification Number holders as of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made immediately prior to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1Second Step Distribution. The Rights Agent is hereby initially appointed “CVR Registrar” for will have no responsibility whatsoever directly to the purpose street holders with respect to Transfers of registering CVRs and transfers of CVRs as herein providedCVRs. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer Transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer Transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer Transfer instrument is in proper form and the transfer Transfer is a Permitted Transfer and otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentof this Agreement, register the transfer Transfer of the applicable CVRs in the CVR Register. All duly transferred Transfers of CVRs registered in the CVR Register shall will be the valid obligations of ParentBuyer, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfer. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)transferor. Any transfer or assignment Transfer of the CVRs shall will be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferortransfer tax) to the applicable Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. The CVR Register will show one position for Cede & Co representing all the shares of Company Common Stock held by DTC on behalf of the street holders of the shares of Company Common Stock tendered by such holders in the Offer or held by such holders as of immediately prior to the Effective Time. Additionally, the CVR Register shall reflect (i) those Holders who are former holders of Company Options with exercise prices equal to or greater than $30 per share, and (ii) the actual exercise price of such Company Options. The Rights Agent will have no responsibility whatsoever directly to the street holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name of such street holders in accordance with Section 2.2 of this Agreement. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any street holders of shares of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regards to distribution of payments by DTC to such street holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder thereof, his, her or Holders thereof or by the duly appointed legal representative thereof or by a its attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, personal representative or survivor and setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferortransfer tax) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1CVRs. The Rights Agent is hereby initially appointed CVR Registrar (the “CVR Registrar” ”) for the purpose of registering CVRs and transfers Permitted Transfers of CVRs as herein provided. Upon any change in the identity of the Rights Agent, the successor Rights Agent will automatically also become the successor CVR Registrar. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer effect a Permitted Transfer of a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent the Company and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, including the evidence of authority of the party presenting the CVR for transfer which authority may include, if applicable, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. A request for a transfer of a CVR shall must be accompanied by such documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information Transfer as may be reasonably requested by Parent or the Company and/or the CVR Registrar (including opinions of counselRegistrar, if appropriate). Upon receipt of such written noticerequest and materials, the CVR Registrar shallwill, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parentthe Company, evidencing the same rights right and entitling will entitle the transferee to the same benefits and rights under this Agreement Agreement, as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure invalid. All costs and expenses related to be duly registered is attributable to the fault of the CVR Registrar). Any any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than including the cost of any Tax which shall transfer tax) will be the responsibility of the transferor) to the Holder. (d) A Holder (or an authorized representative thereof) may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar is hereby authorized to, and shall promptly, will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon Subject to the receipt from Parent by the Rights Agent of the names information and addresses of each Holder and the number of CVRs held by such Holderinstructions described in Section 4.1, the Rights Agent shall keep a an up-to-date register (the “CVR Register”) for the registration purpose of identifying the Holders of CVRs, determining the Holders’ entitlement to CVRs, and registering CVRs and Permitted Transfers of CVRs in a book-entry position for each Holder of a CVRas herein provided. The CVR Register will initially show one position for Cede & Co. representing all of the CVRs that are issued to the holders of shares of Company Stock held by DTC on behalf of the street holders of such shares tendered by such holders in the Offer or held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders or DTC participants with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4, the Rights Agent will accomplish the payment to any former street name holders of the Company Stock by sending a lump sum payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. In the case of Equity Award CVRs, such CVRs shall set forth initially be registered in the name and address of each Holder, the holder thereof as set forth in the records of the Company at the Effective Time and in a denomination equal to the number of shares of Company Common Stock subject to such Covered Equity Awards or Company Warrants cancelled in connection with the Merger. Upon the exercise of any Surviving Warrant in accordance with its terms, the CVRs held by such Holder issued shall be initially registered in the name and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy address of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt holder of such request, the CVR Registrar shall deliver a copy of the CVR Register, Surviving Warrant as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1the records of the Company at the Effective Time and in a denomination equal to the number of shares of Company Common Stock for which such Surviving Warrant has been exercised. The Parent shall promptly notify the Rights Agent is hereby initially appointed “CVR Registrar” for of the purpose exercise of registering CVRs any such Surviving Warrant and transfers provide all information and documents reasonably requested by the Rights Agent regarding the same. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of CVRs as herein providedits Affiliates will have any responsibility or liability whatsoever to any Person under or in connection with this Agreement other than the Holders and the Rights Agent. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR the CVRs must be in writing and accompanied by a written instrument or instruments of transfer and any other documentation reasonably requested documentation by the Rights Agent in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, which may include, if applicable, a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent ▇▇▇▇▇▇’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and form, notify Parent that it has received such written notice. Upon receipt of such notice from the Rights Agent, Parent shall in good faith reasonably determine whether the transfer otherwise complies with the other terms and conditions herein on its faceof this Agreement (including the provisions of Section 2.2), without investigation or inquiry by and if Parent so reasonably determines that it does so comply, Parent shall instruct the Rights Agent, Agent in writing to register the transfer of the CVRs in the CVR RegisterRegister and notify Parent in writing of the same. No service charge shall be made for any registration of transfer of a CVR, but Parent and the Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Parent and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid unless and until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar Rights Agent is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs CERs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR CER Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of (i) identifying which CERs are MREC CERs and which are MREC TE CERs or MREC IIS CERs, (ii) identifying the Holders of CERs and (iii) registering CVRs CERs and transfers of CVRs as herein providedPermitted Transfers thereof. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR CER must be in writing and accompanied by a written instrument or instruments of transfer and any other documentation reasonably requested documentation by the Rights Agent in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs CERs in the CVR RegisterCER Register and notify Parent and the Operating Partnership of the same. No service charge shall be made for any registration of transfer of a CER, but Parent, the Operating Partnership and the Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CER of applicable Taxes or charges unless and until the Rights Agent is reasonably satisfied that all such Taxes or charges have been paid. All duly transferred CVRs CERs registered in the CVR CER Register shall be the valid obligations of ParentParent or the Operating Partnership, evidencing the same rights as applicable, and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR CER shall be valid unless and until registered in the CVR Register, and any transfer not duly registered CER Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR CER Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar Rights Agent is hereby authorized to, and shall promptly, record the change of address in the CVR CER Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the shall cause to be kept at Rights Agent shall keep Agent’s principal office a register (the register maintained in such office and in any other office designated pursuant to this Section 2.3 being herein sometimes referred to as the “CVR Register”) in which Rights Agent shall provide for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1CVRs. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. Rights Agent shall provide a copy of the CVR Register to Parent or the Stockholders’ Agent upon request. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to Parent to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a thereof, his attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, personal representative or survivor and setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written noticenotice by Parent, the CVR Registrar shall, subject to its his reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the CVRs in the CVR Register. All duly transferred transfers of CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, Register and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderinitio. (d) A Holder may make a written request to the CVR Registrar or Parent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticenotice by the CVR Registrar or Parent, the CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep create and maintain a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and Permitted Transfers. The CVR Register will be created, and CVRs will be distributed, pursuant to written instructions to the Rights Agent from the Company. The CVR Register will initially show one position for Cede & Co. representing shares of Common Stock held by DTC on behalf of the street holders of the shares of Common Stock held by such holders as of immediately prior to the First Effective Time. The Rights Agent will have no responsibility whatsoever directly or indirectly to the street name holders with respect to transfers of CVRs as herein providedCVRs. With respect to any payments or issuances to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of shares of Common Stock by sending one lump-sum payment or issuance to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments or shares of Common Stock by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines or procedures, including a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. The Company and Rights Agent may require evidence of payment of a sum sufficient to cover any stamp, documentary, registration, or other Tax or governmental charge that is imposed in connection with any such registration of transfer (or evidence that such Taxes and charges are not applicable). All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Company and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is hereby authorized toin proper form, and shall promptly, promptly record the change of address in the CVR Register. (e) . The Stockholders’ Representative may Acting Holders may, without duplication, make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following Upon receipt of such written request from the date of receipt by Acting Holders, the Rights Agent of such request, the CVR Registrar shall promptly deliver a copy of such list to the Stockholders’ RepresentativeActing Holders. (e) The Company will provide written instructions to the Rights Agent for the distribution of CVRs to holders of Common Stock as of immediately prior to the First Effective Time (the “Record Time”). Subject to the terms and conditions of this Agreement and the Company’s prompt confirmation of the First Effective Time, the Rights Agent shall effect the distribution of the CVRs, less any applicable tax withholding, to each holder of Common Stock as of the Record Time by the mailing of a statement of holding reflecting such CVRs.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Holders’ rights and obligations in respect of CVRs shall derive solely from this Agreement and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a an up-to-date register (the “CVR Register”) for the registration of the CVRs in a book-entry position for each Holder the purposes of a CVR(i) identifying the holders of CVRs and (ii) registering CVRs and Permitted Transfers thereof. The CVR Register CVRs shall set forth initially, in the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy case of the CVR RegisterHolders, from time to time, upon written request made to be registered in the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy names and addresses of the CVR Register, respective holders as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The the form NLS furnishes or causes to be furnished to the Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedpursuant to Section 4.1. (c) Subject to the restrictions on transferability set forth in Section 3.22.3, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered CVR Holder or CVR Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, including the evidence of authority of the party presenting the CVR for transfer, which authority may include, if applicable, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. A request for a transfer of a CVR shall must be accompanied by such documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information Transfer as may be reasonably requested by Parent or the CVR Registrar (including opinions of counselRights Agent, if appropriate). Upon receipt of such written noticerequest and materials, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of ParentNLS, evidencing the same rights right and entitling will entitle the transferee to the same benefits and rights under this Agreement as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure invalid. All costs and expenses related to be duly registered is attributable to the fault of the CVR Registrar). Any any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than including the cost of any Tax which shall transfer tax) will be the responsibility of the transferor) to ; provided, however, that the HolderRights Agent shall not impose a service charge for any registration of a Permitted Transfer. (d) A CVR Holder (or an authorized representative thereof) may make a written request to the CVR Registrar Rights Agent to change such HolderCVR ▇▇▇▇▇▇’s address of record in the CVR Register. Upon receipt of such request, the Rights Agent shall promptly record the change of address in the CVR Register. The written request must be duly executed by the CVR Holder and accompanied by conform to such other evidence of the Holder’s identity or interest in the CVR reasonable requirements as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list may from time to the Stockholders’ Representativetime establish.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep create and maintain a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and Permitted Transfers. The CVR Register will be created, and CVRs will be distributed, pursuant to written instructions to the Rights Agent from the Company. The CVR Register will initially show one position for Cede & Co. representing Eligible Shares held by DTC on behalf of the street holders of the Eligible Shares held by such Eligible Holders as of the Specified Time. The Rights Agent will have no responsibility whatsoever directly or indirectly to the street name holders with respect to transfers of CVRs as herein providedCVRs. With respect to any payments or issuances to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of Eligible Shares by sending one lump-sum payment or issuance to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments or Eligible Shares by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines or procedures, including a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program, duly executed and properly completed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. The Company and Rights Agent may require evidence of payment of a sum sufficient to cover any stamp, documentary, registration, or other Tax or governmental charge that is imposed in connection with any such registration of transfer (or evidence that such Taxes and charges are not applicable). The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of applicable taxes or charges unless and until the Rights Agent is satisfied that all such taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Company and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure invalid. All costs and expenses related to be duly registered is attributable to the fault of the CVR Registrar). Any any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than including the cost of any Tax which shall transfer tax) will be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is hereby authorized toin proper form, and shall promptly, promptly record the change of address in the CVR Register. (e) . The Stockholders’ Representative may Acting Holders may, without duplication, make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following Upon receipt of such written request from the date of receipt by Acting Holders, the Rights Agent of such request, the CVR Registrar shall promptly deliver a copy of such list to the Stockholders’ RepresentativeActing Holders. (e) The Company will provide written instructions to the Rights Agent for the distribution of CVRs to Eligible Holders as of the Specified Time. Subject to the terms and conditions of this Agreement and the Company’s prompt confirmation of the Effective Time, the Rights Agent shall effect the distribution of the CVRs, less any applicable tax withholding, to each Eligible Holder as of the Specified Time by the mailing of a statement of holding reflecting such CVRs.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and Permitted Transfers thereof. The CVR Register will initially show one position for Cede & Co. representing all the shares of Company Common Stock held by DTC on behalf of the street holders of the shares of Company Common Stock tendered by such holders in the Offer or held by such holders as of immediately prior to the Effective Time (as defined in the Merger Agreement). The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs as herein providedCVRs. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of shares of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. Parent and Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. The CVR Register will initially show one position for [ ] representing all the shares of Company Common Stock held by DTC on behalf of the street holders of the shares of Company Common Stock tendered by such holders in the Offer or held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of shares of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. Parent and Rights Agent may require payment of a sum sufficient to cover any stamp or other tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of applicable taxes or charges unless and until the Rights Agent is satisfied that all such taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent will, subject to its reasonable determination that the transfer instrument is hereby authorized toin proper form, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the Rights Agent shall keep cause to be kept at Parent’s principal office a register (the register maintained in such office and in any other office designated pursuant to this Section 2.3 being herein sometimes referred to as the “CVR Register”) in which Parent shall provide for the registration of CVRs in a book-entry position for each Holder of a CVRCVRs. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each Secretary of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to Parent to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a thereof, his attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, personal representative or survivor and setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written noticenotice by Parent, the CVR Registrar shall, subject to its his reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the CVRs in the CVR Register. All duly transferred transfers of CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, Register and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderinitio. (d) A Holder may make a written request to the CVR Registrar or Parent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticenotice by the CVR Registrar or Parent, the CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued and distributed by Parent to each Holder in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration purpose of: (i) identifying the Holders of CVRs; and (ii) registering CVRs in a book-entry position for each Holder of a CVRand Permitted CVR Transfers thereof. The CVR Register shall set forth will initially show one position for Cede & Co. representing all the Company Common Stock (other than Excluded Shares) held by DTC on behalf of the street holders of the Company Common Stock (other than Excluded Shares) held by such Holders as well as positions for Holders whose CVRs are held in their own name as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name and address of each Holdersuch street name holders in accordance with Section 2.2. With respect to any payments to be made under Section 2.4 below, and the Rights Agent will accomplish the payment to any former street name holders of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. Upon request of a Holder or the Representative to Parent, Parent will cause the Rights Agent to make available to such Holder or the Representative, as applicable, a list of the other Holders, the number of CVRs held by such each Holder, the contact information maintained by the Rights Agent with respect to each Holder and Tax Identification Number of each Holder. Each of Parent such other information relating to this Agreement as may be reasonably requested by the Representative and the Stockholders’ Representative may receive and inspect is information that is typically stored by a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” in accordance with general industry practices for the purpose similar types of registering CVRs and transfers of CVRs as herein providedengagements. (c) Subject to the restrictions on transferability set forth in Section 3.22.2 and subject to the Rights Agent’s bona fide procedures to validate the identity of a Holder, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation transfer, in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative duly authorized in writing, or the CVR Registrar Holder’s survivor (including opinions of counselwith written documentation evidencing such Person’s status as the Holder’s survivor), if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written noticenotice and proper validation of the identity of such Holder, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. As a condition of such transfer, Parent and Rights Agent may require a transferring Holder or its transferee to pay to the applicable Governmental Body any transfer, stamp, documentary, registration, or other similar Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of such applicable Taxes or charges unless and until the Rights Agent is reasonably satisfied that all such Taxes or charges have been paid or that such Taxes or charges are not applicable. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticenotice and proper validation of the identity of such ▇▇▇▇▇▇, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder Holder, transfers of a CVRCVRs as herein provided and any new issuances of CVRs in respect of any Reverted Company Shares. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and the Tax Identification Number of each Holder. The CVR Register will be updated as necessary by the Rights Agent to reflect the addition or removal of Holders (including pursuant to any Reverted Company Shares or Permitted Transfers). Each of Parent the Company and the Stockholders’ Shareholder Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR RegistrarRights Agent. Within five (5) Business Days after receipt of such request, the CVR Registrar Rights Agent shall deliver mail a copy of the CVR Register, as then in effect, to Parent the Company and the Stockholders’ Shareholder Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent the Company and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, personal representative or survivor and setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentincluding Section 2.2, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parentthe Company, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR RegistrarRights Agent). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax transfer tax, which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will not be evidenced by a certificate or other instrument.. Table of Contents (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers Permitted Transfers thereof. The CVR Register will initially show one position for Cede & Co. representing all the Shares held by DTC on behalf of the street holders of the Shares held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever to the street name holders with respect to Transfers of CVRs as herein providedunless and until such CVRs are Transferred into the name of such street name holders in accordance with Section 2.2 of this Agreement. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of Shares by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer Transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation Transfer in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder thereof, the Holder’s attorney or Holders thereof or by the duly appointed legal other personal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent in writing or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer Transfer instrument is in proper form and the transfer Transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer Transfer of the CVRs in the CVR Register. The Rights Agent shall not be obligated to undertake any action with respect to the Transfer of the CVRs until it shall have been provided with such additional information or material as it may reasonably require to determine that the Transfer complies with the terms and conditions of this Agreement. No service charge shall be required of a Holder or its representative or survivor for any Transfer of a CVR, but Parent and Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or governmental charge that is imposed in connection with any such registration of Transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred Transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe Transfer by the transferor. No transfer Transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Holders’ rights and obligations in respect of CVRs shall derive solely from this Agreement; CVRs will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a will maintain an up-to-date register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs, (ii) determining Holders’ entitlement to CVRs in a book-entry position for each Holder of a CVRand (iii) registering the CVRs and Permitted Transfers thereof. The CVR Register shall set forth will initially show one position for the name and address Rights Agent representing all of each Holder, and the number CVRs provided to the holders of CVRs held by such Holder and Tax Identification Number of each Holder. Each shares of Parent and Common Stock held immediately prior to Closing. Except as expressly provided herein with respect to the Stockholders’ Representative may receive and inspect a copy Rights of the CVR RegisterRights Agent, from time neither Aspire nor its Subsidiaries will have any responsibility or liability whatsoever to time, upon written request made to any person other than the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedHolders. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR Transfer CVRs must be in writing and accompanied by a written instrument or instruments of transfer Transfer reasonably acceptable to the Rights Agent, together with the signature guarantee of a guarantor institution which is a participant in a signature guarantee program approved by the Securities Transfer Association (a “signature guarantee”) and any other reasonably requested documentation in a form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed and properly completed, as applicable, by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination in accordance with its own internal procedures, that the transfer Transfer instrument is in proper form and the transfer Transfer, is a Permitted Transfer and otherwise complies on its face with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentof this Agreement, register the transfer Transfer of the applicable CVRs in the CVR Register. All duly transferred Transfers of CVRs registered in the CVR Register shall will be the valid obligations of ParentAspire, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior transferor. Aspire and the Rights Agent may each require payment of a sum sufficient to cover any stamp or other transfer tax or governmental charge that is imposed in connection with (and would not have been imposed but for) any such registration of transfer. No transfer of a CVR CVRs shall be valid until registered in the CVR Register, Register and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holdervoid. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will create and keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedpermitted herein. The CVR Register will be created, and CVRs will be distributed, pursuant to written instructions to the Rights Agent from Parent. The CVR Register will initially show one position for Cede & Co. representing all the shares of Parent Common Stock held by DTC on behalf of the street name holders of the shares of Parent Common Stock held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name of such street name holders in accordance with Section 2.2 of this Agreement. With respect to any payments to be made under Section 2.4(c) below, the Rights Agent will accomplish the payment to any former street name holders of shares of Parent Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, personal representative or survivor and setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. No service charge shall be made for any registration of transfer of a CVR, but Parent and Rights Agent may require payment of a sum sufficient to cover any stamp or other tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of applicable taxes or charges unless and until the Rights Agent is satisfied that all such taxes or charges have been paid or will be paid. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a Parent will provide written request instructions to the Rights Agent for a list containing the names, addresses and number distribution of CVRs to holders of Parent Common Stock as of immediately prior to the Effective Time (the “Record Time”). Subject to the terms and conditions of this Agreement and Parent’s prompt confirmation of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by Effective Time, the Rights Agent shall effect the distribution of the CVRs, less any applicable tax withholding, to each holder of Parent Common Stock as of the Record Time by the mailing of a statement of holding reflecting such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ RepresentativeCVRs.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Glucagon CVRs shall be issued in book-entry form only and shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “Glucagon CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1Glucagon CVRs. The Rights Agent is hereby initially appointed Glucagon CVR registrar and transfer agent (“Glucagon CVR Registrar” ”) for the purpose of registering Glucagon CVRs and transfers of Glucagon CVRs as herein provided. Upon any change in the identity of the Rights Agent, the successor Rights Agent shall automatically also become the successor Glucagon CVR Registrar. (c) Subject to the restrictions set forth in Section 3.2, every Every request made to transfer a Glucagon CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably documentation requested documentation by Buyer or Glucagon CVR Registrar, in a form reasonably satisfactory to Parent Buyer and the Glucagon CVR Registrar, properly completed and duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for , such signature to be guaranteed by a transfer of participant in a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)recognized Signature Guarantee Medallion Program. Upon receipt of such written noticerequest and materials, and all other reasonably necessary information, the Glucagon CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agent, shall register the transfer of the Glucagon CVRs in the Glucagon CVR Register. All duly transferred Glucagon CVRs registered in the Glucagon CVR Register shall be the valid obligations of ParentBuyer, evidencing the same rights right and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a Glucagon CVR shall be valid until registered in the Glucagon CVR Register, and any transfer not duly registered in the Glucagon CVR Register will not be void ab initio (unless honored by Buyer or the transfer was permissible hereunder Rights Agent until it is so registered, and such failure to then it will be duly registered is attributable to the fault of the CVR Registrar)honored only prospectively. Any transfer or assignment of the Glucagon CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax tax or charge that may be payable in respect of such transfer or assignment, which shall be the responsibility of the transferor) to the Holder. The Rights Agent shall have no duty or obligation under any Section of this Agreement that requires the payment of taxes or charges unless and until it is satisfied that such taxes and/or charges have been or will be paid. (d) A Holder may make a written request to the Glucagon CVR Registrar to change such Holder’s address of record in the Glucagon CVR Register. The written request must be duly executed by the Holder and accompanied by conform to such other evidence of the Holder’s identity or interest in the CVR reasonable requirements as reasonably requested by the Rights AgentAgent may from time to time establish. Upon receipt of such proper written noticerequest, the Glucagon CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the Glucagon CVR Register. (e) The Upon reasonable written request of the Stockholders’ Representative may make a written request to Representative, the Rights Agent for a list containing shall (at the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5Stockholders’ Representative’s expense) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver promptly provide a copy of such list the Glucagon CVR Register to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. Holders’ rights and obligations in respect of CVRs derive solely from this Agreement. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep create and maintain a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and Permitted Transfers. The CVR Register will be created, and CVRs will be distributed, pursuant to written instructions to the Rights Agent from Insight. The CVR Register will initially show one position for Cede & Co. representing shares of Common Stock held by DTC on behalf of the street holders of the shares of Common Stock held by such Holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly or indirectly to the street name holders with respect to transfers of CVRs as herein providedCVRs. With respect to any payments or issuances to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of shares Common Stock by sending one lump-sum payment or issuance to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments or shares of Common Stock by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines or procedures, including a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program, duly executed and properly completed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. Insight and Rights Agent shall not be responsible for, and may require evidence of payment of a sum sufficient to cover (or evidence that such Taxes and charges are not applicable), any stamp, documentary, registration, or other Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of applicable taxes or charges unless and until the Rights Agent is satisfied that all such taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Insight and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, Register and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holdervoid. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is hereby authorized toin proper form, and shall promptly, promptly record the change of address in the CVR Register. (e) . The Stockholders’ Representative may Acting Holders may, without duplication, make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following Upon receipt of such written request from the date of receipt by Acting Holders, the Rights Agent of such request, the CVR Registrar shall promptly deliver a copy of such list to the Stockholders’ RepresentativeActing Holders. (e) Insight will provide written instructions to the Rights Agent for the distribution of CVRs to holders of Common Stock as of immediately prior to the Effective Time (the “Record Time”). Subject to the terms and conditions of this Agreement and Insight’s prompt confirmation of the Effective Time, the Rights Agent shall effect the distribution of the CVRs, less any applicable tax withholding, to each holder of Common Stock as of the Record Time by the mailing of a statement of holding reflecting such CVRs.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5ii) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedPermitted Transfers thereof. (c) Subject to Without limiting the restrictions restriction on transferability set forth in Section 3.211.02, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the circumstances relating to the transfer demonstrating that such proposed transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer is a Permitted Transfer and otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentof this Agreement, register the transfer of the applicable CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)accordance with this Agreement. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferortransfer tax) to the applicable Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5ii) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedPermitted Transfers thereof. (c) Subject to Without limiting the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the circumstances relating to the transfer demonstrating that such proposed transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent shall notify Parent that it has received such written notice. Upon receipt of such notice from the Rights Agent, subject to its reasonable determination that Parent shall in good faith reasonably determine whether the transfer instrument is in proper form a Permitted Transfer and the transfer otherwise complies with the other terms and conditions herein on its faceof this Agreement, without investigation or inquiry by and if Parent so reasonably determines that such transfer does so comply, Parent shall instruct the Rights Agent, Agent in writing to register the transfer of the applicable CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)accordance with this Agreement. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferortransfer tax or similar tax or charge) to the applicable Holder. Parent and the Rights Agent may require the Holder proposing to make a Permitted Transfer to pay a sum sufficient to cover any stamp or other tax or charge that is imposed in connection with any such registration of transfer. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVRand (ii) registering CVRs and Permitted Transfers thereof. The CVR Register shall set forth will initially show one position for Cede & Co. representing all of the name and address CVRs issued to the former holders of each Holder, and the number of CVRs Company Common Stock held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy DTC on behalf of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt former street holders of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedCompany Common Stock. (c) Subject to Without limiting the restrictions restriction on transferability set forth in Section 3.22.02, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the circumstances relating to the transfer demonstrating that such proposed transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent shall notify Lantheus that it has received such written notice. Upon receipt of such notice from the Rights Agent, subject to its reasonable determination that Lantheus shall in good faith reasonably determine whether the transfer instrument is in proper form a Permitted Transfer and the transfer otherwise complies with the other terms and conditions herein on its faceof this Agreement, without investigation or inquiry by and if Lantheus so reasonably determines that such transfer does so comply, Lantheus shall instruct the Rights Agent, Agent in writing to register the transfer of the applicable CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of ParentLantheus, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)accordance with this Agreement. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any stamp, documentary, transfer Tax which shall be the responsibility of the transferoror similar Tax or charge) to the applicable Holder. Lantheus and the Rights Agent may require the Holder proposing to make a Permitted Transfer to pay a sum sufficient to cover any stamp, documentary, transfer or other similar Tax or charge that is imposed in connection with any such registration of transfer. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5ii) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedPermitted Transfers thereof. (c) Subject to Without limiting the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the circumstances relating to the transfer demonstrating that such proposed transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent shall notify Parent that it has received such written notice. Upon receipt of such notice from the Rights Agent, subject to its reasonable determination that Parent shall in good faith reasonably determine whether the transfer instrument is in proper form a Permitted Transfer and the transfer otherwise complies with the other terms and conditions herein on its faceof this Agreement, without investigation or inquiry by and if Parent so reasonably determines that such transfer does so comply, Parent shall instruct the Rights Agent, Agent in writing to register the transfer of the applicable CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)accordance with this Agreement. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferortransfer tax or similar tax or charge) to the applicable Holder. Parent and the Rights Agent may require payment of a sum sufficient to cover any stamp or other tax or charge that is imposed in connection with any such registration of transfer. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs CPRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR CPR Register”) for the registration purpose of CVRs in a book-entry registering CPRs and transfers of CPRs as herein provided. The CPR Register will show one position for each Holder Cede & Co representing all the shares of a CVR. The CVR Register shall set forth Company Common Stock held by DTC on behalf of the name and address street holders of each Holder, and the number shares of CVRs Company Common Stock tendered by such holders in the Offer or held by such Holder and Tax Identification Number holders as of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made immediately prior to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1Effective Time. The Rights Agent is hereby initially appointed “CVR Registrar” for will have no responsibility whatsoever directly to the purpose of registering CVRs and street holders with respect to transfers of CVRs as herein providedCPRs unless and until such CPRs are transferred into the name of such street holders in accordance with Section 2.2 of this Agreement. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any street holders of shares of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regards to distribution of payments by DTC to such street holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR CPR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, pursuant to Securities Transfer Association, Inc. guidelines, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a thereof, his attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, personal representative or survivor and setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs CPRs in the CVR CPR Register. All duly transferred CVRs CPRs registered in the CVR CPR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR CPR shall be valid until registered in the CVR CPR Register, and any transfer not duly registered in the CVR CPR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the CVRs CPRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferortransfer tax) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR CPR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR CPR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder and transfers of a CVRCVRs as herein provided. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and the Tax Identification Number of each Holder, which information, if not available to the Company’s transfer agent or provided by the Holder, shall be provided in writing to the Rights Agent by the Company. The CVR Register will be updated as necessary by the Rights Agent to reflect the addition or removal of Holders (including pursuant to any Permitted Transfers), upon the written receipt of such information by the Rights Agent. Each of the Company and Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR RegistrarRights Agent. Within five (5) Business Days after receipt of such request, the CVR Registrar Rights Agent shall deliver mail a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative Company at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided5.1. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and set forth in reasonable detail the circumstances relating to the transfer, and must be accompanied by (i) a written instrument or instruments of transfer duly executed by the registered Holder thereof, the Holder’s attorney duly authorized in writing, and the Holder’s personal representative or survivor, (ii) the transfer certificate attached hereto as Exhibit A duly completed and properly executed by both the registered Holder thereof, the Holder’s attorney duly authorized in writing, the ▇▇▇▇▇▇’s personal representative or survivor and the proposed transferee, and (iii) any other reasonably requested documentation in form reasonably satisfactory to Parent the Company and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is and the transfer certificate are in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentincluding Section 2.2, register the transfer of the CVRs in the CVR Register. The Rights Agent may rely on the information contained in the transfer certificate and any of the documents required to be provided with the transfer certificate. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parentthe Company, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR RegistrarRights Agent). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder; provided, that Parent and the Rights Agent may require (i) payment of a sum sufficient to cover any stamp, transfer or other similar tax or charge that is imposed in connection with any such transfer or (ii) that the transferor establish to the reasonable satisfaction of the Rights Agent that any such taxes have been paid. The Rights Agent shall have no duty or obligation to take any action under this Section 2.3(c) unless and until the Rights Agent is satisfied that all such taxes or charges have been paid in full. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purpose of identifying the Holders of CVRs, registering CVRs and Permitted Transfers of CVRs in a book-entry position for each Holder of a CVRas herein provided. The CVR Register will initially show one position for Cede & Co. representing all of the CVRs that are issued to the holders of Shares held by DTC on behalf of the street holders of the Shares tendered by such holders in the Offer or held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders or DTC participants with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4, the Rights Agent will accomplish the payment to any former street name holders of the Shares by sending a lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. In the case of CVRs to be received by the holders of Covered Equity Awards pursuant to the Merger Agreement, such CVRs shall set forth initially be registered in the name and address of each Holder, the holder of such Covered Equity Awards as set forth in the records of the Company at the Effective Time and in a denomination equal to the number of CVRs held by shares of Company Common Stock subject to such Holder and Tax Identification Number of each Holder. Each of Parent and Covered Equity Awards cancelled in connection with the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedMerger. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR the CVRs must be in writing and accompanied by a written instrument or instruments of transfer and any other documentation reasonably requested documentation by the Rights Agent in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR RegisterRegister and notify the Parent of the same. No service charge shall be made for any registration of transfer of a CVR, but Parent and the Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Parent and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid unless and until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar Rights Agent is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1CVRs. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent Buyer and the CVR Registrar, properly completed and duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, such signature to be guaranteed by a participant in a recognized Signature Guarantee Medallion Program. A request for a transfer of a CVR shall be accompanied by such documentation establishing satisfaction that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information Transfer as may be reasonably requested by Parent or Buyer and the CVR Registrar (including opinions of counsel), if appropriate). Upon receipt of such written noticenotice by Buyer and the CVR Registrar, the CVR Registrar shall, subject to its reasonable determination the Buyer’s confirmation in writing to the CVR Registrar that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of ParentBuyer, evidencing the same rights right and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax transfer tax or governmental charge which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative Any Holder may make a written request (which must be duly executed by such Holder) to the Rights Agent Buyer for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) three Business Days following the date of receipt by the Rights Agent Buyer of such request, Buyer shall make a written request to the CVR Registrar for such list, which request shall specify the name of the requesting Holder. Upon receipt of such written request from Buyer, the CVR Registrar shall promptly (and in any event within three Business Days) deliver a copy of such list to the Stockholders’ Representativerequesting Holder at the address for such Holder in the CVR Register.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers Permitted Transfers thereof. The CVR Register will initially show one position for Cede & Co. representing all the CVRs provided to the holders of shares of Company Common Stock held by DTC on behalf of the street holders of the shares of Company Common Stock held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever to the street name holders with respect to Transfers of CVRs as herein providedunless and until such CVRs are Transferred into the name of such street name holders in accordance with Section 2.2 of this Agreement. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of shares of Company Common Stock by sending one lump-sum payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer Transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer Transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder thereof, the Holder’s attorney or Holders thereof or by the duly appointed legal other personal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent in writing or the CVR Registrar Holder’s survivor, and setting forth in reasonable detail the circumstances relating to the Transfer. Promptly upon receipt of such written notice from such Holder, and in any event within ten (including opinions 10) Business Days of counsel, if appropriate). Upon receipt of such written notice, the CVR Registrar Rights Agent will, subject to its reasonable determination that the Transfer instrument is in proper form, notify Parent that it has received such written notice. Promptly upon receipt of such notice from the Rights Agent, and in any event within ten (10) Business Days of receipt of such notice, Parent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer Transfer otherwise complies with the other terms and conditions herein on its faceof this Agreement (including the provisions of Section 2.2), without investigation or inquiry by instruct the Rights Agent, Agent in writing to register the transfer Transfer of the CVRs in the CVR Register. The Rights Agent shall not be obligated to undertake any action with respect to the Transfer of the CVRs until it shall have been provided with such additional information or material as it may reasonably require to determine that the Transfer complies with the terms and conditions of this Agreement. No service charge shall be required of a Holder or its representative or survivor for any Transfer of a CVR, but Parent and Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or governmental charge that is imposed in connection with any such registration of Transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred Transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe Transfer by the transferor. No transfer Transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1CVRs. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering the CVRs and transfers Permitted Transfers of the CVRs as herein provided. Upon any change in the identity of the Rights Agent, the successor Rights Agent will automatically also become the successor CVR Registrar. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent the Company and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, including the evidence of authority of the party presenting the CVR for transfer which authority may include if applicable a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. A request for a transfer of a CVR shall must be accompanied by such documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information Transfer as may be reasonably requested by Parent or the Company and/or the CVR Registrar (including opinions of counselRegistrar, if appropriate). Upon receipt of such written notice, the CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and notify the Company that it has received such written notice. Upon receipt of such notice from the CVR Registrar, the Company shall determine whether the transfer otherwise complies with the other terms and conditions herein on its faceof this Agreement (including the provisions of Section 2.2), without investigation or inquiry by and if the Rights AgentCompany determines that it does so comply, the Company shall instruct the CVR Registrar in writing to register the transfer of the CVRs in the CVR RegisterRegister and notify the Company of the same. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parentthe Company, evidencing the same rights right and entitling will entitle the transferee to the same benefits and rights under this Agreement as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure invalid. All costs and expenses related to be duly registered is attributable to the fault of the CVR Registrar). Any any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than including the cost of any Tax which shall transfer tax) will be the responsibility of the transferor) . The CVR Registrar shall have no duty or obligation to take any action under any section of this Agreement that requires the Holderpayment by a Holder of a CVR of applicable taxes or charges unless and until the CVR Registrar is reasonably satisfied that all such taxes or charges have been paid. (d) A Holder (or an authorized representative thereof) may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar is hereby authorized to, and shall promptly, will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. The CVR Register will initially show one position for Cede & Co. representing all the CVRs held by DTC on behalf of the street holders of Notes tendered by such holders in the Exchange. The Rights Agent will have no responsibility whatsoever directly to the street holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name of such street holders in accordance with Section 2.2, upon which the Rights Agent’s sole responsibility to such holders shall be to maintain the CVR Register and comply with the payment procedures as expressly provided in Section 2.4 herein. In the event the Company elects to pay all or a portion of a CVR Payment Amount in cash, with respect to any payments to be made under Section 2.4 below, the Rights Agent will disburse the payment (i) in the case of CVRs held by DTC as the registered holder on behalf of the street holders of Notes tendered by such holders in the Exchange, by sending one lump payment to DTC or (ii) in the case of CVRs held in the name of a beneficial owner, by sending the payment to such beneficial owner, provided that such beneficial owner has been added to the CVR Register pursuant to Section 2.3(c) and has provided the Rights Agent its address and, if applicable, wire instructions. In the event the Company elects to pay all or a portion of a CVR Payment Amount in property other than cash, with respect to any payments to be made under Section 2.4 below, the Company will, or will cause Computershare Trust Company, as the transfer agent for the common stock of the Company to, as applicable, disburse the payment (A) in the case of CVRs held by DTC as the registered holder on behalf of the street holders of Notes tendered by such holders in the Exchange, by sending one global security registered in the name of or held by DTC or its nominee or (B) in the case of CVRs held in the name of a beneficial owner or in the case of payment in a form other than a DTC eligible security, by sending the payment and/or security, as applicable, to such beneficial owner. The Rights Agent will have no responsibilities whatsoever with regards to distribution of payments by DTC to such street holders. The Rights Agent shall have no liability for the actions or inactions of Computershare Trust Company hereunder. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in the form reasonably satisfactory to Parent and the CVR Registrarattached hereto as Exhibit A, duly executed by the registered Holder thereof, his attorney duly authorized in writing, personal representative or Holders thereof or survivor and, in the case of a transfer to a person that is not a DTC participant, by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that DTC participant from which the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)CVRs are being transferred. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentform, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parentthe Company, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferortransfer tax) to the Holder.. In the case of a transfer to a Person that is not a DTC participant, the Rights Agent shall direct DTC to update the position of the DTC participant from which such Permitted Transfer was made. 4 (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purpose of identifying the Holders and registering CVRs and Permitted Transfers of CVRs in a book-entry position for each Holder of a CVRas herein provided. The CVR Register will initially show one position for Cede & Co. representing all of the CVRs that are issued to the holders of Shares held by DTC on behalf of the street holders of the Shares. The Rights Agent will have no responsibility whatsoever directly to the street name holders or DTC participants with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4, the Rights Agent will accomplish such payment to any former street name holders of the Shares by sending such payments to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. In the case of Equity Award CVRs or CVRs with respect to Contingent In-the-Money Warrants, such CVRs shall set forth initially be registered in the name and address of each Holder, the holder thereof as set forth in the records of the Company at the Effective Time and in a denomination equal to the number of CVRs held by Shares subject to such Holder and Tax Identification Number Contingent In-the Money Warrants or Covered Equity Awards cancelled in connection with the Merger, as the case may be. Notwithstanding anything in this Agreement to the contrary, neither Parent nor any of each Holder. Each of Parent its Affiliates will have any responsibility or liability whatsoever to any Person under or in connection with this Agreement other than the Holders and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedAgent. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its written guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR RegisterRegister and notify the Parent of the same. Any registration, transfer or assignment of the CVRs shall be without charge to the Holder (other than payment of a sum to the extent necessary to cover any stamp or other Tax or other governmental charge that is imposed in connection with any such registration, transfer or assignment). All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Parent and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid unless and until registered in the CVR Register, Register in accordance with this Agreement and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderinitio. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such HolderH▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a Parent will provide written request instructions to the Rights Agent for a list containing the names, addresses and number distribution of CVRs to Holders as of the Holders that are registered in close of the CVR RegisterBusiness Day immediately preceding the Effective Time. Within five (5) Business Days following Subject to the date terms and conditions of receipt by this Agreement and P▇▇▇▇▇’s prompt confirmation of the Effective Time, the Rights Agent shall effect the distribution of the CVRs, less any applicable withholding tax, to each Holder as of the Effective Time by the mailing of a statement of holding reflecting such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ RepresentativeCVRs.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. The CVR Register will show one position for Cede & Co representing all the shares of Company Common Stock held by DTC on behalf of the street name holders of the shares of Company Common Stock tendered by such holders in the Offer or held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name of such street holders in accordance with Section 2.2 of this Agreement. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any street holders of shares of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder thereof, his, her or Holders thereof or by the duly appointed legal representative thereof or by a its attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, personal representative or survivor and setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. Parent and Rights Agent may require payment of a sum sufficient to cover any stamp or other tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of applicable taxes or charges unless and until the Rights Agent is satisfied that all such taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderinitio. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Holders’ rights and obligations in respect of CVRs shall derive solely from this Agreement; CVRs will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a will maintain an up-to-date register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs, (ii) determining Holders’ entitlement to CVRs in a book-entry position for each Holder of a CVRand (iii) registering the CVRs and Permitted Transfers thereof. The CVR Register shall set forth will initially show one position for the name and address Rights Agent representing all of each Holder, the CVRs provided to the holders of shares of Gem Common Stock held immediately prior to Closing. Gem and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent may require evidence of payment of a sum sufficient to cover any stamp, documentary, registration, or other tax or governmental charge that is hereby initially appointed “CVR Registrar” for the purpose imposed in connection with (and would not have been imposed in connection with (and would have been imposed but for)) any such registration of registering CVRs transfer (or evidence that such taxes and transfers of CVRs as herein providedcharges are not applicable). (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR Transfer CVRs must be in writing and accompanied by a written instrument or instruments of transfer Transfer reasonably acceptable to the Rights Agent, together with the signature guarantee of a guarantor institution which is a participant in a signature guarantee program approved by the Securities Transfer Association (a “signature guarantee”) and any other reasonably requested documentation in a form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed and properly completed, by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination in accordance with its own internal procedures, that the transfer Transfer instrument is in proper form and the transfer Transfer, is a Permitted Transfer and otherwise complies on its face with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentof this Agreement, register the transfer Transfer of the applicable CVRs in the CVR Register. All duly transferred Transfers of CVRs registered in the CVR Register shall will be the valid obligations of ParentGem, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR CVRs shall be valid until registered in the CVR Register, Register and any transfer not duly registered in the CVR Register will shall be void ab initio (unless the transfer was permissible hereunder void. Gem shall not be responsible for any costs and such failure expenses related to be duly registered is attributable to the fault of the CVR Registrar). Any any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than including the cost of any Tax which shall be the responsibility of the transferor) to the Holdertransfer tax). (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued and distributed by Parent to each Holder in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration purpose of: (i) identifying the Holders of CVRs; and (ii) registering CVRs in a book-entry position for each Holder of a CVRand Permitted CVR Transfers thereof. The CVR Register shall set forth will initially show one position for Cede & Co. representing all the Company Common Stock held by DTC on behalf of the street holders of the Company Common Stock held by such Holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name and address of each Holdersuch street name holders in accordance with Section 2.2. With respect to any payments to be made under Section 2.4 below, and the Rights Agent will accomplish the payment to any former street name holders of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. Upon request of a Holder or the Representative to Parent, Parent will cause the Rights Agent to make available to such Holder or the Representative, as applicable, a list of the other Holders, the number of CVRs held by such each Holder, the contact information maintained by the Rights Agent with respect to each Holder and Tax Identification Number of each Holder. Each of Parent such other information relating to this Agreement as may be reasonably requested by the Representative and the Stockholders’ Representative may receive and inspect is information that is typically stored by a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” in accordance with general industry practices for the purpose similar types of registering CVRs and transfers of CVRs as herein providedengagements. (c) Subject to the restrictions on transferability set forth in Section 3.22.2 and subject to the Rights Agent’s bona fide procedures to validate the identity of a Holder, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation transfer, in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative duly authorized in writing, or the CVR Registrar Holder’s survivor (including opinions of counselwith written documentation evidencing such Person’s status as the Holder’s survivor), if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written noticenotice and proper validation of the identity of such Holder, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. As a condition of such transfer, Parent and Rights Agent may require a transferring Holder or its transferee to pay to the applicable Governmental Body any transfer, stamp, documentary, registration, or other similar Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of such applicable Taxes or charges unless and until the Rights Agent is reasonably satisfied that all such Taxes or charges have been paid or that such Taxes or charges are not applicable. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticenotice and proper validation of the identity of such ▇▇▇▇▇▇, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs Contingent Value Rights shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the Rights The CVR Agent shall keep a register (the “CVR Register”) for the registration of CVRs Contingent Value Rights in a book-entry position for each Holder of a CVRHolder. The CVR Register shall set forth the name and address of each Holder, Holder and the number of CVRs Contingent Value Rights held by such Holder and Tax Identification Number of each Holder. Each The CVR Register will be updated as necessary by the CVR Agent to reflect the addition or removal of Parent and Holders (including pursuant to any Permitted Transfers or abandonment pursuant to Section 2.9 ), upon receipt of such information by the Stockholders’ Representative CVR Agent. The Company or the Company’s Affiliates or representatives may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedAgent. (c) Subject to the restrictions set forth in Section 3.22.2, every request made to transfer Transfer a CVR Contingent Value Right to a Permitted Transferee must be made in writing to the Company and the CVR Agent and set forth in reasonable detail the circumstances related to the proposed Transfer, and must be accompanied by a written instrument or instruments of transfer and any other reasonably requested information or documentation in a form reasonably satisfactory to Parent the Company and the CVR RegistrarAgent, duly and validly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, with such signature to be guaranteed by a guarantor institution that is a participant in a signature guarantee medallion program approved by the Securities Transfer Association. A request for a transfer Transfer of a CVR Contingent Value Right shall be accompanied by documentation establishing that the transfer Transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent the Company or the CVR Registrar Agent (including opinions of counsel, if appropriaterequested by the Company or the CVR Agent). Upon receipt of such a written noticeTransfer request, the CVR Registrar Company shall, subject to its reasonable determination that the transfer Transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its faceherein, without investigation or inquiry by instruct the Rights Agent, CVR Agent in writing to register the transfer Transfer of the CVRs Contingent Value Rights in the CVR Register. All duly transferred CVRs Transferred Contingent Value Rights registered in the CVR Register shall be the valid obligations of Parentthe Company, evidencing the same rights and entitling the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe Transfer by the transferor. No transfer Transfer of a CVR Contingent Value Right shall be valid until registered in the CVR Register, and any transfer Transfer not duly registered in the CVR Register will be void ab initio (unless the transfer Transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR RegistrarAgent to be established by clear and convincing evidence). Any transfer or assignment Transfer of the CVRs Contingent Value Rights shall be without charge by Parent or to the Holder; provided that the Company and the CVR Registrar Agent may require (other than the cost i) payment of a sum sufficient to cover any Tax which or charge that is imposed in connection with such Transfer, or (ii) that the transferor establish to the reasonable satisfaction of the CVR Agent that such Taxes have been paid. The CVR Agent shall have no obligation to pay any such Taxes or charges and the CVR Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of such Taxes or charges unless and until the CVR Agent is satisfied that all such Taxes or charges have been paid. Additionally, the fees and costs related to any legal opinion requested under this Section 2.3(c) shall be the responsibility of the transferor) Holder. Any attempted Transfer of a Contingent Value Right, in whole or in part, that is not permitted by this Section 2.3(c), including any attempted Transfer that is made to any party other than a Permitted Transferee or otherwise not effected in accordance with the Holderterms set forth herein, will be void and of no effect. (d) A Holder may make a written request to the CVR Registrar Agent to change such Holder’s address of record in the CVR Register. The written request must be duly and validly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purpose of identifying the Holders of CVRs, registering CVRs and Permitted Transfers of CVRs in a book-entry position for each Holder of a CVRas herein provided. The CVR Register will initially show one position for Cede & Co. representing all of the CVRs that are issued to the holders of shares of Company Common Stock held by DTC on behalf of the street holders of such shares tendered by such holders in the Offer or held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders or DTC participants with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4, the Rights Agent will accomplish the payment to any former street name holders of the Company Common Stock by sending a lump sum payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. In the case of Equity Award CVRs, such CVRs shall set forth initially be registered in the name and address of each Holder, the holder thereof of such as set forth in the records of the Company at the Effective Time and in a denomination equal to the number of CVRs held by shares of Company Common Stock subject to such Holder and Tax Identification Number of each Holder. Each of Parent and Covered Equity Awards cancelled in connection with the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedMerger. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR the CVRs must be in writing and accompanied by a written instrument or instruments of transfer and any other documentation reasonably requested documentation by the Rights Agent in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR RegisterRegister and notify Parent of the same. No service charge shall be made for any registration of transfer of a CVR, but Parent and the Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Parent and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid unless and until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar Rights Agent is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a1) The CVRs shall will not be evidenced by a certificate or other instrument. (b2) Upon receipt from Parent Subject to the delivery of information and instructions by the names Purchaser to the Rights Agent in form and addresses of each Holder and substance acceptable to the number of CVRs held by such HolderRights Agent, the Rights Agent shall keep create and maintain a register (the “CVR Register”) for the registration purpose of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVRand (ii) registering CVRs and Permitted Transfers thereof. The CVR Register shall set forth will initially show one position for Cede & Co. representing Shares held by DTC on behalf of the name and address street holders of each Holder, and the number of CVRs Shares held by such Holder and Tax Identification Number holders as of each Holderimmediately prior to the Effective Time. Each The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of Parent and CVRs. With respect to any payments to be made under Section 2.4 below, the Stockholders’ Representative Rights Agent will accomplish the payment to any former street name holders of Shares by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. Purchaser may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR RegistrarRights Agent. Within five (5) Business Days Promptly after receipt of such request, the CVR Registrar Rights Agent shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative Purchaser at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided6.1. (c3) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR pursuant to a Permitted Transfer must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, including a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the Securities Transfer Agents Medallion Program, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney-in-fact duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative duly authorized in writing, or the CVR Registrar Holder’s survivor (including opinions of counselwith written documentation evidencing such person’s status as the Holder’s survivor), if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. Purchaser and Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Purchaser and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d4) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent will, subject to its reasonable determination that the transfer instrument is hereby authorized toin proper form, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued and distributed by Purchaser to each Holder in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration purpose of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVRand (ii) registering CVRs and Permitted CVR Transfers thereof. The CVR Register shall set forth will initially show one position for Cede & Co. representing all the Company Common Stock held by DTC on behalf of the street holders of the Company Common Stock held by such Holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name and address of each Holdersuch street name holders in accordance with Section 2.2. With respect to any payments to be made under Section 2.4 below, and the Rights Agent will accomplish the payment to any former street name holders of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. Upon request of a Holder or the Representative to Parent, Parent will cause the Rights Agent to make available to such Holder or the Representative, as applicable, a list of the other Holders, the number of CVRs held by such each Holder, the contact information, including email address, maintained by the Rights Agent with respect to each Holder and Tax Identification Number such other information relating to this Agreement as may be reasonably requested by the Representative and is information that is typically stored by a rights agent in accordance with general industry practices for similar types of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedengagements. (c) Subject to the restrictions on transferability set forth in Section 3.22.2 and subject to the Rights Agent’s bona fide procedures to validate the identity of a Holder, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation transfer, in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative duly authorized in writing, or the CVR Registrar Holder’s survivor (including opinions of counselwith written documentation evidencing such Person’s status as the Holder’s survivor), if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written noticenotice and proper validation of the identity of such Holder, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. As a condition of such transfer, Parent and the Rights Agent may require a transferring Holder or its transferee to pay to the applicable Governmental Body any transfer, stamp, documentary, registration, or other similar Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of such applicable Taxes or charges unless and until the Rights Agent is reasonably satisfied that all such Taxes or charges have been paid or that such Taxes or charges are not applicable. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticenotice and proper validation of the identity of such ▇▇▇▇▇▇, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall CPRs will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR CPR Register”) for the registration purpose of CVRs in a book-entry registering CPRs and transfers of CPRs as herein provided. The CPR Register will initially show one position for each Holder Cede & Co representing all the shares of a CVR. The CVR Register shall set forth Company Common Stock held by DTC on behalf of the name and address street holders of each Holder, and the number shares of CVRs Company Common Stock tendered by such holders in the Offer or held by such Holder and Tax Identification Number holders as of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made immediately prior to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1Effective Time. The Rights Agent is hereby initially appointed “CVR Registrar” for will have no responsibility whatsoever directly to the purpose of registering CVRs and street name holders with respect to transfers of CVRs as herein providedCPRs. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of shares of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR CPR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs CPRs in the CVR CPR Register. No service charge shall be made for any registration of transfer of a CPR, but Parent and Rights Agent may require payment of a sum sufficient to cover any stamp or other tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CPR of applicable taxes or charges unless and until the Rights Agent is satisfied that all such taxes or charges have been paid. All duly transferred CVRs CPRs registered in the CVR CPR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall CPR will be valid until registered in the CVR CPR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR CPR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent will, subject to its reasonable determination that the transfer instrument is hereby authorized toin proper form, and shall promptly, promptly record the change of address in the CVR CPR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs Contingent Value Rights shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs Contingent Value Rights in a book-entry position for each Holder of a CVRContingent Value Right Holder. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs Contingent Value Rights held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.18.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs Contingent Value Rights and transfers of CVRs Contingent Value Rights as herein provided. (c) Subject to the restrictions set forth in Section 3.24.2, every request made to transfer a CVR Contingent Value Right must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR Contingent Value Right shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate). Upon receipt of such written notice, the CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the CVRs Contingent Value Rights in the CVR Register. All duly transferred CVRs Contingent Value Rights registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights and entitling the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR Contingent Value Right shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs Contingent Value Rights shall be without charge by Parent or the CVR Registrar (other than the cost of any transfer Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs Contingent Value Rights of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration purpose of (i) identifying the Holders of CVRs, and (ii) registering CVRs in a book-entry position for each Holder of a CVRand Permitted Transfers thereof. The CVR Register shall set forth will initially show one position for Cede & Co. representing all the name and address of each Holder, and the number of CVRs Company Shares held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy DTC on behalf of the CVR Register, from time to time, upon written request made street holders of the Company Shares as of immediately prior to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1Effective Time. The Rights Agent is hereby initially appointed “CVR Registrar” for will have no responsibility whatsoever directly to the purpose of registering CVRs and street name holders with respect to transfers of CVRs as herein providedunless and until such CVRs are transferred into the name of such street name holders in accordance with Section 2.2. With respect to any payments to be made under Section 2.4, the Rights Agent will accomplish the payment to any former street name holders of Company Shares by sending one lump sum payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. The Rights Agent hereby acknowledges the restrictions on transfer contained in Section 2.2 and agrees not to register a transfer which does not comply with Section 2.2. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the proposed transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the proposed transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR RegisterRegister and notify Parent of the same. Parent and Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent will have no duty or obligation to take any action under any Section of this Agreement that requires the payment by a Holder of a CVR of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR RegisterRegister in accordance with this Agreement, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure invalid. All costs and expenses related to be duly registered is attributable to the fault of the CVR Registrar). Any any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than including the cost of any Tax which shall transfer tax) will be the responsibility of the transferor) to the Holdertransferor or assignor, as applicable. (d) A Holder (or an authorized representative thereof) may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity (or interest in the CVR as reasonably requested by the Rights Agentan authorized representative thereof). Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1CVRs. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other documentation reasonably requested documentation by the CVR Registrar, in a form reasonably satisfactory to Parent and the CVR Registrar, properly completed and duly executed by the registered Holder thereof, his attorney duly authorized in writing, personal representative or Holders thereof or by survivor and setting forth in reasonable detail the duly appointed legal representative thereof or circumstances relating to the transfer, and such signature to be guaranteed by a duly authorized attorney. A request for participant in a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)recognized Signature Guarantee Medallion Program. Upon receipt of such written noticenotice and all other necessary information, the CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agent, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax transfer tax or other governmental charge that may be payable in respect of such transfer or assignment, which shall be the responsibility of the transferor) to the Holder. The Rights Agent shall have no duty or obligation under any Section of this Agreement that requires the payment of taxes or charges unless and until it is satisfied that such taxes and/or charges have been paid. (d) A Holder may make a written request to the CVR Registrar to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. The CVR Register will initially show one position for Cede & Co. representing all of the CVRs that are issued to the holders of Shares held by DTC on behalf of the street holders of the Shares. In the case of CVRs to be received by the holders of Covered Equity Awards pursuant to the Merger Agreement, such CVRs shall initially be registered in the CVR Register in the name and address of the holder of such Covered Equity Awards as set forth in the records of the Company at the Effective Time and in a denomination equal to the number of shares of Company Common Stock subject to such Covered Equity Awards cancelled in connection with the Merger. The Rights Agent will have no responsibility whatsoever directly to the street name holders or DTC participants with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of the Shares by sending a lump sum payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other documentation reasonably requested documentation by the Rights Agent in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, which may include, if applicable, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent ▇▇▇▇▇▇’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and form, notify Parent that it has received such written notice. Upon receipt of such notice from the Rights Agent, Parent shall in good faith reasonably determine whether the transfer otherwise complies with the other terms and conditions herein on its faceof this Agreement (including the provisions of Section 2.2), without investigation or inquiry by and if the Parent so reasonably determines that it does so comply, Parent shall instruct the Rights Agent, Agent in writing to register the transfer of the CVRs in the CVR RegisterRegister and notify the Parent of the same. All costs and expenses related to any transfer or assignment of the CVRs (including the cost of any transfer tax) will be the responsibility of the transferor. No service charge shall be made for any registration of transfer of a CVR, but Parent and the Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Parent and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid unless and until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR CVR, as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar Rights Agent is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued and distributed by Purchaser to each Holder in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration purpose of: (i) identifying the Holders of CVRs; and (ii) registering CVRs in a book-entry position for each Holder of a CVRand Permitted CVR Transfers thereof. The CVR Register shall set forth will initially show one position for Cede & Co. representing all the Company Common Stock held by DTC on behalf of the street holders of the Company Common Stock held by such Holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name and address of each Holdersuch street name holders in accordance with Section 2.2. With respect to any payments to be made under Section 2.4 below, and the Rights Agent will accomplish the payment to any former street name holders of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. Upon request of a Holder or the Representative to Parent, Parent will cause the Rights Agent to make available to such Holder or the Representative, as applicable, a list of the other Holders, the number of CVRs held by such each Holder, the contact information maintained by the Rights Agent with respect to each Holder and Tax Identification Number of each Holder. Each of Parent such other information relating to this Agreement as may be reasonably requested by the Representative and the Stockholders’ Representative may receive and inspect is information that is typically stored by a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” in accordance with general industry practices for the purpose similar types of registering CVRs and transfers of CVRs as herein providedengagements. (c) Subject to the restrictions on transferability set forth in Section 3.22.2 and subject to the Rights Agent’s bona fide procedures to validate the identity of a Holder, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation transfer, in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative duly authorized in writing, or the CVR Registrar Holder’s survivor (including opinions of counselwith written documentation evidencing such Person’s status as the Holder’s survivor), if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written noticenotice and proper validation of the identity of such Holder, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. As a condition of such transfer, Parent and Rights Agent may require a transferring Holder or its transferee to pay to the applicable Governmental Body any transfer, stamp, documentary, registration, or other similar Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of such applicable Taxes or charges unless and until the Rights Agent is reasonably satisfied that all such Taxes or charges have been paid or that such Taxes or charges are not applicable. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Purchaser and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticenotice and proper validation of the identity of such ▇▇▇▇▇▇, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purpose of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth identifying the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy Holders of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent CVRs and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. The CVR Register will show one position for Cede & Co representing all the shares of Company Common Stock held by DTC on behalf of the street holders of the shares of Company Common Stock tendered by such holders in the Offer or held by such holders as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name of such street holders in accordance with Section 2.2 of this Agreement. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any street holders of shares of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regards to distribution of payments by DTC to such street holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder thereof, his, her or Holders thereof or by the duly appointed legal representative thereof or by a its attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, personal representative or survivor and setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferortransfer Tax) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a an up-to-date register (the “CVR Register”) for the registration of the CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy Permitted Transfers of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in a form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered CVR Holder or CVR Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney, including the evidence of authority of the party presenting the CVR for transfer, which authority may include, if applicable, a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association. A request for a transfer of a CVR shall must be accompanied by such documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information Transfer as may be reasonably requested by Parent or the CVR Registrar (including opinions of counselRights Agent, if appropriate). Upon receipt of such written noticerequest and materials, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentherein, register the transfer of the CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights right and entitling will entitle the transferee to the same benefits and rights under this Agreement as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure invalid. All costs and expenses related to be duly registered is attributable to the fault of the CVR Registrar). Any any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than including the cost of any Tax which shall transfer tax) will be the responsibility of the transferor) to ; provided that the HolderRights Agent shall not impose a service charge for any registration of a Permitted Transfer. (d) A CVR Holder (or an authorized representative thereof) may make a written request to the CVR Registrar Rights Agent to change such HolderCVR ▇▇▇▇▇▇’s address of record in the CVR Register. Upon receipt of such request, the Rights Agent shall promptly record the change of address in the CVR Register. The written request must be duly executed by the CVR Holder and accompanied by conform to such other evidence of the Holder’s identity or interest in the CVR reasonable requirements as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list may from time to the Stockholders’ Representativetime establish.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder Holder, transfers of a CVRCVRs as herein provided and any new issuances of CVRs in respect of any Company Shares issued due to the exercise of any stock options or warrants outstanding as of the Record Date, subject to Section 4.2, as applicable. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and the Tax Identification Number of each Holder, which information, if not available to the Company’s transfer agent or provided by the Holder, shall be provided in writing to the Rights Agent by the Company. The CVR Register will be updated as necessary by the Rights Agent to reflect the addition or removal of Holders (including pursuant to any Permitted Transfers), upon the written receipt of such information by the Rights Agent. Each of Parent the Company and the Stockholders’ Shareholder Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR RegistrarRights Agent. Within five (5) Business Days Promptly after receipt of such request, the CVR Registrar shall deliver Rights Agent shall, in a medium satisfactory to the Rights Agent, make available a copy of the CVR Register, as then in effect, to Parent the Company and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedShareholder Representative. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made by the Company to transfer a CVR must be in writing and setting forth in reasonable detail the circumstances relating to the transfer and whether the transfer is a Permitted Transfer, and must be accompanied by (i) a written instrument or instruments of transfer satisfactory to Computershare, duly executed by the registered Holder thereof, the Holder’s attorney duly authorized in writing, the Holder’s personal representative or survivor, (ii) the transfer certificate attached hereto as Exhibit A duly completed and properly executed by both the registered Holder thereof, the Holder’s attorney duly authorized in writing, the Holder’s personal representative or survivor and the proposed transferee, and (iii) any other reasonably requested documentation in form reasonably satisfactory to Parent the Company and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Rights Agent. Upon receipt of such written noticeinstructions, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is and the transfer certificate are in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agent, with the other terms and conditions herein including Section 2.2, register the transfer of the CVRs in the CVR Register. Notwithstanding the previous sentence, the Rights Agent may rely on the information contained in the transfer certificate and any of the documents required to be provided with the transfer certificate. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parentthe Company, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR RegistrarRights Agent). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder; provided, that the Company and the Rights Agent may require (i) payment of a sum sufficient to cover any stamp, transfer or other similar tax or charge that is imposed in connection with any such transfer or (ii) that the transferor establish to the reasonable satisfaction of the Rights Agent that any such taxes have been paid. The Rights Agent shall have no duty or obligation to take any action under this Section 2.3(c) unless and until the Rights Agent is satisfied that all such taxes or charges have been paid in full. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR CVR, as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall CPRs will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR CPR Register”) for the registration purpose of CVRs in a book-entry registering CPRs and transfers of CPRs as herein provided. The CPR Register will initially show one position for each Holder Cede & Co representing all the shares of a CVR. The CVR Register shall set forth Company Common Stock held by DTC on behalf of the name and address street holders of each Holder, and the number shares of CVRs Company Common Stock tendered by such holders in the Offer or held by such Holder and Tax Identification Number holders as of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made immediately prior to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1Effective Time. The Rights Agent is hereby initially appointed “CVR Registrar” for will have no responsibility whatsoever directly to the purpose of registering CVRs and street name holders with respect to transfers of CVRs as herein providedCPRs unless and until such CPRs are transferred into the name of such street name holders in accordance with Section 2.2 of this Agreement. With respect to any payments to be made under Section 2.4 below, the Rights Agent will accomplish the payment to any former street name holders of shares of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR CPR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs CPRs in the CVR CPR Register. No service charge shall be made for any registration of transfer of a CPR, but Parent may require payment of a sum sufficient to cover any stamp or other tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CPR of applicable taxes or charges unless and until the Rights Agent is satisfied that all such taxes or charges have been paid. All duly transferred CVRs CPRs registered in the CVR CPR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall CPR will be valid until registered in the CVR CPR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR CPR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR CPR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration purposes of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5ii) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedPermitted Transfers thereof. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.02, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent, duly executed by the registered Holder or Holders thereof thereof, or by the duly appointed legal representative, personal representative thereof or by a duly authorized attorney. A request for a transfer survivor of a CVR shall be accompanied by documentation establishing that such Holder or Holders, setting forth in reasonable detail the transfer is circumstances relating to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentof this Agreement, register the transfer of the applicable CVRs in the CVR Register. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights right, and entitling the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transfertransferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar)initio. Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferortransfer tax) to the applicable Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The Such written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs (including issuances of CVRs after the date hereof) and transfers of CVRs as herein provided. In the case of CVRs to be received by the holders of Apple Covered Awards pursuant to the Transaction Agreement or CVRs to be received by registered holders of Scheme Shares (other than the Depositary Shares), such CVRs shall initially be registered in the name and address of the holder of such Apple Covered Awards or Scheme Shares, as applicable, as set forth in the records of Apple at the Scheme Record Time. In the case of CVRs to be received by the Depositary Custodian in respect of the Depositary Shares, (i) the CVR Register shall be updated to reflect the distribution of such CVRs to the Eligible Apple ADS Holders and such CVRs shall initially be registered in the name and address of such Eligible Apple ADS Holders as set forth in the records of the Depositary and (ii) the CVR Register will initially show one position for Cede & Co. representing all of the CVRs that are distributed in respect of Apple ADSs held through DTC on behalf of the Beneficial Owners (as defined in the Deposit Agreement) of such Apple ADSs (“CVR Beneficial Owners”). The Rights Agent will have no responsibility whatsoever directly to the CVR Beneficial Owners or DTC participants with respect to transfers of CVRs. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such CVR Beneficial Owners. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other documentation reasonably requested documentation by the Rights Agent in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and form, notify Purchaser that it has received such written notice. Upon receipt of such notice from the Rights Agent, Purchaser shall reasonably determine whether the transfer otherwise complies with the other terms and conditions herein on its faceof this Agreement (including the provisions of Section 2.2), without investigation or inquiry by and if the Purchaser so reasonably determines that it does so comply, Purchaser shall reply to the Rights AgentAgent in writing with instructions to register the transfer of such CVR in the CVR Register and notify Purchaser of the same. Upon receiving such written reply from Purchaser, the Rights Agent shall register the transfer of the CVRs in the CVR RegisterRegister and notify the Purchaser of the same. No service charge shall be made for any registration of transfer of a CVR, but the Purchaser (subject at all times to the Purchaser’s obligations under section 11.04 of the Transaction Agreement) and Rights Agent may require payment of a sum sufficient to cover any stamp duty or other transfer Tax or charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment of any such Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Purchaser and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid unless and until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticerequest, the CVR Registrar Rights Agent is hereby authorized to, and shall promptly, record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The Holders’ rights and obligations in respect of CVRs derive solely from this Agreement; CVRs shall not be evidenced by a certificate or other instrument. (b) Upon Subject to the receipt from Parent by the Rights Agent of the names information and addresses of each Holder and the number of CVRs held by such Holderinstructions described in Section ‎4.1, the Rights Agent shall keep a an up-to-date register (the “CVR Register”) for the registration purpose of: (i) identifying the Holders of CVRs and (ii) registering CVRs and Permitted Transfers thereof. The CVRs shall initially, in the case of the holders of shares of Public Company Common Stock and shares of Public Company Preferred Stock entitled to receive the dividend of CVRs in a book-entry position for each Holder accordance with the terms of a CVRsuch Public Company Preferred Stock outstanding as of the as of the close of business on the last Business Day prior to the day on which the Effective Time occurs, be registered in the names and addresses of the respective holders as set forth in the form Public Company furnishes or causes to be furnished to the Rights Agent pursuant to Section 4.1. The CVR Register shall set forth will initially show one position for Cede & Co. representing all of the name and address shares of each Holder, and Public Company Common Stock held by DTC on behalf of the number street holders of CVRs the shares of Public Company Common Stock held by such Holder and Tax Identification Number holders as of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made immediately prior to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1Effective Time. The Rights Agent is hereby initially appointed “CVR Registrar” for will have no responsibility whatsoever directly to the purpose of registering CVRs and street name holders with respect to transfers of CVRs. With respect to any payments to be made under Section 2.4(d) below, the Rights Agent will accomplish the payment to any former street name holders of shares of Public Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. In addition, upon notification by the Public Company pursuant to Section 4.1, the Rights Agent shall reflect in the CVR Register the additional CVRs as herein providedissued to the holders of Public Company Warrants who exercise such Public Company Warrants following the Closing. (c) Subject to the restrictions on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation in form reasonably satisfactory to Parent the Rights Agent pursuant to its customary policies and guidelines, which may include a guaranty of signature by an “eligible guarantor institution” that is a member or participant in the CVR RegistrarSecurities Transfer Agents Medallion Program, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative or the CVR Registrar (including opinions of counselHolder’s survivor, if appropriate)as applicable, and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs such CVR in the CVR Register. Any transfer of CVRs will be without charge to the applicable Holder; provided, however, that Public Company, its Affiliates, and the Rights Agent may require payment of a sum sufficient to cover any stamp or other Tax or governmental charge that is imposed in connection with any such registration or transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of applicable Taxes or charges unless and until the Rights Agent is satisfied that all such Taxes or charges have been paid. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parent, evidencing the same rights Public Company and entitling shall entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such HolderH▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “CVR Register”) for the registration of CVRs in a book-entry position for each Holder and transfers of a CVRCVRs as herein provided. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and the Tax Identification Number of each Holder, which information, if not available to the Company’s transfer agent or provided by the Holder, shall be provided in writing to the Rights Agent by the Company. The CVR Register will be updated as necessary by the Rights Agent to reflect the addition or removal of Holders (including pursuant to any Permitted Transfers), upon the written receipt of such information by the Rights Agent. Each of Parent the Company and the Stockholders’ Shareholder Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR RegistrarRights Agent. Within five (5) Business Days after receipt of such request, the CVR Registrar Rights Agent shall deliver mail a copy of the CVR Register, as then in effect, to Parent the Company and the Stockholders’ Shareholder Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein provided. (c) Subject to the restrictions restriction on transferability set forth in Section 3.22.2, every request made to transfer a CVR must be in writing and setting forth in reasonable detail the circumstances relating to the transfer, and must be accompanied by (i) a written instrument or instruments of transfer duly executed by the registered Holder thereof, the Holder’s attorney duly authorized in writing, and the Holder’s personal representative or survivor, (ii) the transfer certificate attached hereto as Exhibit A duly completed and properly executed by both the registered Holder thereof, the Holder’s attorney duly authorized in writing, the Holder’s personal representative or survivor and the proposed transferee, and (iii) any other reasonably requested documentation in form reasonably satisfactory to Parent the Company and the CVR Registrar, duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)Rights Agent. Upon receipt of such written notice, the CVR Registrar Rights Agent shall, subject to its reasonable determination that the transfer instrument is and the transfer certificate are in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agentincluding Section 2.2, register the transfer of the CVRs in the CVR Register. The Rights Agent may rely on the information contained in the transfer certificate and any of the documents required to be provided with the transfer certificate. All duly transferred CVRs registered in the CVR Register shall be the valid obligations of Parentthe Company, evidencing the same rights right, and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall be valid until registered in the CVR Register, and any transfer not duly registered in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR RegistrarRights Agent). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holder; provided, that the Company and the Rights Agent may require (i) payment of a sum sufficient to cover any stamp, transfer or other similar tax or charge that is imposed in connection with any such transfer or (ii) that the transferor establish to the reasonable satisfaction of the Rights Agent that any such taxes have been paid. The Rights Agent shall have no duty or obligation to take any action under this Section 2.3(c) unless and until the Rights Agent is satisfied that all such taxes or charges have been paid in full. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written notice, the CVR Registrar is hereby authorized to, and Rights Agent shall promptly, promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The CVRs shall will be issued and distributed by Parent to each Holder in book-entry form only and will not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall will keep a register (the “CVR Register”) for the registration purpose of (i) identifying the Holders of CVRs in a book-entry position for each Holder of a CVRand (ii) registering CVRs and Permitted CVR Transfers thereof. The CVR Register shall set forth will initially show one position for Cede & Co. representing all the Company Common Stock held by DTC on behalf of the street holders of the Company Common Stock held by such Holders along with positions for Holders whose CVRs are held in their own name as of immediately prior to the Effective Time. The Rights Agent will have no responsibility whatsoever directly to the street name holders with respect to transfers of CVRs unless and until such CVRs are transferred into the name and address of each Holdersuch street name holders in accordance with Section 2.2. With respect to any payments to be made under Section 2.4 below, and the Rights Agent will accomplish the payment to any former street name holders of Company Common Stock by sending one lump payment to DTC. The Rights Agent will have no responsibilities whatsoever with regard to the distribution of payments by DTC to such street name holders. Upon request of a Holder or the Representative to Parent, Parent will cause the Rights Agent to make available to such Holder or the Representative, as applicable, a list of the other Holders, the number of CVRs held by such each Holder, the contact information, including email address, maintained by the Rights Agent with respect to each Holder and Tax Identification Number such other information relating to this Agreement as may be reasonably requested by the Representative and is information that is typically stored by a rights agent in accordance with general industry practices for similar types of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1. The Rights Agent is hereby initially appointed “CVR Registrar” for the purpose of registering CVRs and transfers of CVRs as herein providedengagements. (c) Subject to the restrictions on transferability set forth in Section 3.22.2 and subject to the Rights Agent’s bona fide procedures to validate the identity of a Holder, every request made to transfer a CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably requested documentation transfer, in form reasonably satisfactory to Parent and the CVR RegistrarRights Agent pursuant to its guidelines, duly executed by the registered Holder or Holders thereof or by thereof, the duly appointed legal representative thereof or by a Holder’s attorney duly authorized attorney. A request for a transfer of a CVR shall be accompanied by documentation establishing that in writing, the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent Holder’s personal representative duly authorized in writing, or the CVR Registrar Holder’s survivor (including opinions of counselwith written documentation evidencing such Person’s status as the Holder’s survivor), if appropriate)and setting forth in reasonable detail the circumstances relating to the transfer. Upon receipt of such written noticenotice and proper validation of the identity of such Holder, the CVR Registrar shallRights Agent will, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by of this Agreement (including the Rights Agentprovisions of Section 2.2), register the transfer of the CVRs in the CVR Register. As a condition of such transfer, Parent and the Rights Agent may require a transferring Holder or its transferee to pay to the applicable Governmental Body any transfer, stamp, documentary, registration, or other similar Tax or governmental charge that is imposed in connection with any such registration of transfer. The Rights Agent shall have no duty or obligation to take any action under any section of this Agreement that requires the payment by a Holder of a CVR of such applicable Taxes or charges unless and until the Rights Agent is reasonably satisfied that all such Taxes or charges have been paid or that such Taxes or charges are not applicable. All duly transferred CVRs registered in the CVR Register shall will be the valid obligations of Parent, evidencing the same rights Parent and entitling will entitle the transferee to the same benefits and rights under this Agreement as those held by the transferor immediately prior to such transferthe transfer by the transferor. No transfer of a CVR shall will be valid until registered in the CVR Register, and any transfer not duly registered Register in the CVR Register will be void ab initio (unless the transfer was permissible hereunder and such failure to be duly registered is attributable to the fault of the CVR Registrar). Any transfer or assignment of the CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax which shall be the responsibility of the transferor) to the Holderaccordance with this Agreement. (d) A Holder may make a written request to the CVR Registrar Rights Agent to change such Holder▇▇▇▇▇▇’s address of record in the CVR Register. The written request must be duly executed by the Holder and accompanied by such other evidence of the Holder’s identity or interest in the CVR as reasonably requested by the Rights Agent. Upon receipt of such written noticenotice and proper validation of the identity of such ▇▇▇▇▇▇, the CVR Registrar is hereby authorized to, and shall promptly, Rights Agent will promptly record the change of address in the CVR Register. (e) The Stockholders’ Representative may make a written request to the Rights Agent for a list containing the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver a copy of such list to the Stockholders’ Representative.

No Certificate; Registration; Registration of Transfer; Change of Address. (a) The General CVRs shall be issued in book-entry form only and shall not be evidenced by a certificate or other instrument. (b) Upon receipt from Parent of the names and addresses of each Holder and the number of CVRs held by such Holder, the The Rights Agent shall keep a register (the “General CVR Register”) for the registration of CVRs in a book-entry position for each Holder of a CVR. The CVR Register shall set forth the name and address of each Holder, and the number of CVRs held by such Holder and Tax Identification Number of each Holder. Each of Parent and the Stockholders’ Representative may receive and inspect a copy of the CVR Register, from time to time, upon written request made to the CVR Registrar. Within five (5) Business Days after receipt of such request, the CVR Registrar shall deliver a copy of the CVR Register, as then in effect, to Parent and the Stockholders’ Representative at the address set forth in Section 7.1General CVRs. The Rights Agent is hereby initially appointed General CVR registrar and transfer agent (“General CVR Registrar” ”) for the purpose of registering General CVRs and transfers of General CVRs as herein provided. Upon any change in the identity of the Rights Agent, the successor Rights Agent shall automatically also become the successor General CVR Registrar. (c) Subject to the restrictions set forth in Section 3.2, every Every request made to transfer a General CVR must be in writing and accompanied by a written instrument or instruments of transfer and any other reasonably documentation requested documentation by Buyer or General CVR Registrar, in a form reasonably satisfactory to Parent Buyer and the General CVR Registrar, properly completed and duly executed by the registered Holder or Holders thereof or by the duly appointed legal representative thereof or by a duly authorized attorney. A request for , such signature to be guaranteed by a transfer of participant in a CVR shall be accompanied by documentation establishing that the transfer is to a Permitted Transferee and shall thereafter be supplemented with and any other information as may be reasonably requested by Parent or the CVR Registrar (including opinions of counsel, if appropriate)recognized Signature Guarantee Medallion Program. Upon receipt of such written noticerequest and materials, and all other reasonably necessary information, the General CVR Registrar shall, subject to its reasonable determination that the transfer instrument is in proper form and the transfer otherwise complies with the other terms and conditions herein on its face, without investigation or inquiry by the Rights Agent, shall register the transfer of the General CVRs in the General CVR Register. All duly transferred General CVRs registered in the General CVR Register shall be the valid obligations of ParentBuyer, evidencing the same rights right and entitling shall entitle the transferee to the same benefits and rights under this Agreement Agreement, as those previously held by the transferor immediately prior to such transfertransferor. No transfer of a General CVR shall be valid until registered in the General CVR Register, and any transfer not duly registered in the General CVR Register will not be void ab initio (unless honored by Buyer or the transfer was permissible hereunder Rights Agent until it is so registered, and such failure to then it will be duly registered is attributable to the fault of the CVR Registrar)honored only prospectively. Any transfer or assignment of the General CVRs shall be without charge by Parent or the CVR Registrar (other than the cost of any Tax tax or charge that may be payable in respect of such transfer or assignment, which shall be the responsibility of the transferor) to the Holder. The Rights Agent shall have no duty or obligation under any Section of this Agreement that requires the payment of taxes or charges unless and until it is satisfied that such taxes and/or charges have been or will be paid. (d) A Holder may make a written request to the General CVR Registrar to change such Holder’s address of record in the General CVR Register. The written request must be duly executed by the Holder and accompanied by conform to such other evidence of the Holder’s identity or interest in the CVR reasonable requirements as reasonably requested by the Rights AgentAgent may from time to time establish. Upon receipt of such proper written noticerequest, the General CVR Registrar is hereby authorized to, and shall promptly, promptly record the change of address in the General CVR Register. (e) The Upon reasonable written request of the Stockholders’ Representative may make a written request to Representative, the Rights Agent for a list containing shall (at the names, addresses and number of CVRs of the Holders that are registered in the CVR Register. Within five (5Stockholders’ Representative’s expense) Business Days following the date of receipt by the Rights Agent of such request, the CVR Registrar shall deliver promptly provide a copy of such list the General CVR Register to the Stockholders’ Representative.