Common use of Procedure for Payment Clause in Contracts

Procedure for Payment. a) Immediately after the Closing, i) Vianet will, on behalf of, and for the benefit of CAC furnish to Continental Stock Transfer & Trust Company (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Shares equal to the product of (1) the Conversion Ratio times (2) the number of outstanding CSC Shares (other than any Dissenting Shares); and ii) Vianet will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Shares for the holder to use in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitled. b) Vianet will not pay any dividend or make any distribution on Vianet Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Shares until the holder surrenders for exchange his or its certificates which represented CSC Shares. Vianet instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c) Vianet may cause the Exchange Agent to return any Vianet Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Shares shall be entitled to look to Vianet (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. d) Vianet shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. a(i) Immediately Subject to Section (d) above, immediately after the Closing, iEffective Time, (A) Vianet will, on behalf of, and for the benefit of CAC Buyer will furnish to Continental Stock American Securities Transfer & Trust Company Trust, Inc. (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Buyer Shares equal to the product of (1I) the Conversion Ratio times (2II) the number of outstanding CSC Company Shares and (other than any Dissenting Shares); and iiB) Vianet the Buyer will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Company Shares for the holder to use in surrendering the certificates which represented his his/her or its CSC Company Shares in exchange for a certificate representing the number of Vianet Buyer Shares to which each of he he/she or it is entitled. b(ii) Vianet The Buyer will not pay any dividend or make any distribution on Vianet Buyer Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Company Shares until the holder surrenders for exchange his his/her or its certificates which represented CSC Company Shares. Vianet The Buyer instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may The Buyer will cause the Exchange Agent to invest make prompt payment of any cash the Exchange Agent receives from Vianet the Buyer as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Company Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Company Shares be entitled to any interest or earnings on the any dividend or distribution pending receiptreceipt of the Buyer Shares. c(iii) Vianet The Buyer may cause the Exchange Agent to return any Vianet Buyer Shares and any dividends and distributions thereon remaining unclaimed 180 one hundred and eighty (180) days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Company Shares shall be entitled to look to Vianet the Buyer (subject to abandoned property, escheat, escheat and other similar laws) as a general creditor thereof with respect to Vianet the Buyer Shares and dividends and distributions thereon to which he he/she or it is entitled upon surrender of his his/her or its certificates. d(iv) Vianet The Buyer and the Company shall pay bear all charges and expenses of the Exchange AgentAgent equally.

Procedure for Payment. (a) Immediately after In accordance with this Section 1, at the Closing, iEffective Time, Parent, subject to SECTION 1.3 and SECTION 1.7 hereof, shall pay by check to each holder of shares of Company Common Stock (which shall include all of the holders of Convertible Securities exercising such Convertible Securities at the Effective Time) Vianet will, on behalf of, and the Per Share Consideration to which such holder is entitled in exchange for all of the benefit certificates which immediately prior to the Effective Time represented such holder's shares of CAC furnish to Continental Company Common Stock Transfer & Trust Company (the "Exchange AgentCERTIFICATES") a ). Subject to SECTION 1.1(f)(iii), until surrendered and exchanged as contemplated by this SECTION 1.2, each Certificate (other than Certificates representing shares of Company Common Stock held by the Company as treasury stock certificate (issued in the name or any Subsidiary of the Exchange Agent or its nomineeCompany) representing that number of Vianet Shares shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender an amount equal to the product of (1i) the Conversion Ratio times Per Share Consideration, multiplied by (2ii) the number of outstanding CSC Shares shares of Company Common Stock represented by such Certificate, as contemplated by this SECTION 1.2. (other than b) In the event that any Dissenting Shares); and ii) Vianet will cause Certificate shall have been lost, stolen or destroyed, Parent shall pay, upon the Exchange Agent to mail a letter making of transmittal (with instructions for its use) an affidavit of that fact by the holder thereof in form and substance reasonably satisfactory acceptable to Parent, the parties hereto proper Per Share Consideration as may be required pursuant to each record holder this SECTION 1.2; PROVIDED, HOWEVER, that Parent may, in its discretion, require the delivery of outstanding CSC Shares for the holder to use in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitledsuitable bond and/or indemnity. b(c) Vianet will not pay any dividend or make any distribution The Per Share Consideration paid upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Company Common Stock. There shall be no further registration of transfers on Vianet Shares (with a record date at or after the stock transfer books of the Surviving Corporation of the shares of Company Common Stock which were outstanding immediately prior to the Effective Time) to any record holder of outstanding CSC Shares until the holder surrenders for exchange his or its certificates which represented CSC Shares. Vianet instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided howeverIf, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c) Vianet may cause the Exchange Agent to return any Vianet Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and thereafter each remaining record exchanged as provided in this SECTION 1. The Merger Consideration represents full consideration for all outstanding capital stock of the Company and any Convertible Securities convertible into or exercisable for capital stock or other equity interests in the Company. (d) Neither Parent nor the Company shall be liable to any holder of outstanding CSC Shares shall be entitled shares of Company Common Stock for any Per Share Consideration delivered to look a public official pursuant to Vianet (subject to any applicable abandoned property, escheat, and other escheat or similar laws) as a general creditor thereof with respect to Vianet Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificateslaw. d(e) Vianet shall pay all charges Any Certificates that are not delivered to Parent at or prior to the Effective Time, may be delivered to Parent at the following location: Moldflow Corporation, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Lexington, Massachusetts 02421, Attn: ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Corporate Counsel. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Parent free and expenses clear of the Exchange Agentany claim or interest of any Person previously entitled thereto.

Procedure for Payment. a(i) Immediately after At the Closing, i) Vianet will, on behalf of, and for AAC will cause to be furnished to the benefit of CAC furnish to Continental Stock Transfer & Trust Company Exchange Agent a corpus (the "Exchange AgentFund") a stock certificate (issued consisting of cash sufficient in the name of aggregate for the Exchange Agent or its nominee) representing that number to make full payment of Vianet Shares equal the cash portion of the Merger Consideration to the product holders of (1) all of the Conversion Ratio times (2) the number issued and outstanding shares of outstanding CSC Shares Company Common Stock (other than any Dissenting Shares and AAC-owned Shares); and ii) Vianet . Immediately after the Effective Time, the Company will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of issued and outstanding CSC Shares for the holder to use shares of Company Common Stock who did not make a timely and valid Stock Election in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitled. b) Vianet will not pay any dividend or make any distribution on Vianet Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Shares until the holder surrenders for exchange his or its certificates which represented CSC Shares. Vianet instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as order to permit the Exchange Agent to make prompt payments pay such record holder the cash portion of cash the Merger Consideration. No interest will accrue or be paid to the holders holder of any issued and outstanding CSC Shares shares of Company Common Stock. (ii) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as necessarya result of such payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (iii) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. Vianet If, after the Effective Time, certificates representing shares of Company Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the cash portion of the Merger Consideration provided for in accordance with the procedures set forth herein. (iv) Any portion of the Merger Consideration made available to the Exchange Agent to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be paid to the Surviving Corporation, upon demand. (v) The Surviving Corporation may cause the Exchange Agent to pay over to Vianet the Surviving Corporation any net earnings with respect to the investments. In no event, however, will any holder portion of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c) Vianet may cause the Exchange Agent to return Fund (including any Vianet Shares and dividends and distributions thereon earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Shares Company Stockholder shall be entitled to look only to Vianet the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet Shares and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his such Company Stockholder's certificates. To the extent permitted by applicable law, neither the Surviving Corporation nor the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or its certificatesdividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable law, become the property of Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. d(vi) Vianet No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to ss.2(i) until the surrender of such certificate in accordance with this Article 2. Subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, (A) the amount of dividends and other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stock. (vii) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Company or the Surviving Corporation, as the case may be, provided that such investment shall be in (A) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof having maturities not more than six months from the Effective Time of the Merger, (B) certificates of deposit, Eurodollar time deposits and bankers' acceptances with maturities not exceeding six months and overnight bank deposits with any commercial bank, depository institution or trust company incorporated or doing business under the laws of the United States of America, any state thereof or the District of Columbia, provided that such commercial bank, depository institution or trust company has, at the time of investment, (1) capital and surplus exceeding $250 million and (2) outstanding short-term debt securities which are rated at least A-1 by Standard & Poor's Ratings Group, a Division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc., or at least P-1 by ▇▇▇▇▇'▇ Investors Service, Inc. or carry an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease to publish ratings of investment, (C) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (A) and (B) above entered into with any financial institution meeting the qualifications specified in clause (B) above, (D) commercial paper having a rating in the highest rating categories from Standard & Poor's Ratings Group, a Division of the ▇▇▇▇▇▇-▇▇▇▇ Companies, Inc. or ▇▇▇▇▇'▇ Investors Service, Inc., or carrying an equivalent rating by a nationally recognized rating agency if both of the two named rating agencies cease to publish ratings of investments and in each case maturing within six months of the Effective Time and (E) money market mutual or similar funds having assets in excess of $1 billion. Any interest and other income resulting from such investments shall be paid to the Company or the Surviving Corporation, as the case may be. (viii) The Surviving Corporation shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. a(i) Immediately Subject to Section (d) above, immediately after the Closing, iEffective Time, (A) Vianet will, on behalf of, and for the benefit of CAC Buyer shall furnish to Continental Stock American Securities Transfer & Trust Company Trust, Inc. (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Buyer Shares equal to the product of (1I) the Conversion Ratio times TIMES (2II) the number of outstanding CSC Company Shares (other than any Dissenting Shares); and ii) Vianet will and (B) the Buyer shall cause the Exchange Agent to mail a certified letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Company Shares for the holder to use in surrendering the certificates which represented his his/her or its CSC Company Shares in exchange for a certificate representing the number of Vianet Buyer Shares to which each of he he/she or it is entitled. b(ii) Vianet will The Buyer shall not pay any dividend or make any distribution on Vianet the Buyer Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Company Shares until the holder surrenders for exchange his his/her or its certificates which represented CSC the Company Shares. Vianet The Buyer shall instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may The Buyer shall cause the Exchange Agent to invest make prompt payment of any cash the Exchange Agent receives from Vianet the Buyer as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Company Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Company Shares be entitled to any interest or earnings on the any dividend or distribution pending receiptreceipt of the Buyer Shares. c(iii) Vianet The Buyer may cause the Exchange Agent to return any Vianet Buyer Shares and any dividends and distributions thereon remaining unclaimed 180 one hundred and eighty (180) days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Company Shares shall be entitled to look to Vianet the Buyer (subject to abandoned property, escheat, escheat and other similar laws) as a general creditor thereof with respect to Vianet the Buyer Shares and dividends and distributions thereon to which he he/she or it is entitled upon surrender of his his/her or its certificates. d(iv) Vianet The Buyer shall pay bear all charges and expenses of the Exchange Agent.

Procedure for Payment. a(i) Immediately after At the Closing, i) Vianet will, on behalf of, and for AAC will cause to be furnished to the benefit of CAC furnish to Continental Stock Transfer & Trust Company Exchange Agent a corpus (the "Exchange AgentFund") a stock certificate (issued consisting of cash sufficient in the name of aggregate for the Exchange Agent or its nominee) representing that number to make full payment of Vianet Shares equal the cash portion of the Merger Consideration to the product holders of (1) all of the Conversion Ratio times (2) the number issued and outstanding shares of outstanding CSC Shares Company Common Stock (other than any Dissenting Shares and AAC-owned Shares); and ii) Vianet . Immediately after the Effective Time, the Company will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of issued and outstanding CSC Shares for the holder to use shares of Company Common Stock who did not make a timely and valid Stock Election in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitled. b) Vianet will not pay any dividend or make any distribution on Vianet Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Shares until the holder surrenders for exchange his or its certificates which represented CSC Shares. Vianet instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as order to permit the Exchange Agent to make prompt payments pay such record holder the cash portion of cash the Merger Consideration. No interest will accrue or be paid to the holders holder of any issued and outstanding CSC Shares shares of Company Common Stock. (ii) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as necessarya result of such payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (iii) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. Vianet If, after the Effective Time, certificates representing shares of Company Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the cash portion of the Merger Consideration provided for in accordance with the procedures set forth herein. (iv) Any portion of the Merger Consideration made available to the Exchange Agent to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be paid to the Surviving Corporation, upon demand. (v) The Surviving Corporation may cause the Exchange Agent to pay over to Vianet the Surviving Corporation any net earnings with respect to the investments. In no event, however, will any holder portion of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c) Vianet may cause the Exchange Agent to return Fund (including any Vianet Shares and dividends and distributions thereon earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Shares Company Stockholder shall be entitled to look only to Vianet the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet Shares and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his such Company Stockholder's certificates. To the extent permitted by applicable law, neither the Surviving Corporation nor the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or its certificatesdividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable law, become the property of Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. d(vi) Vianet No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall pay all charges be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of Company Common Stock represented thereby, and expenses no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2(i) until the surrender of such certificate in accordance with this Article 2. Subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of the Exchange Agentcertificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, (A) the amount of dividends and other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stock.

Procedure for Payment. a(1) Immediately after the Closing, iEffective Time, (A) Vianet will, on behalf of, and for the benefit of CAC Labs, furnish to Continental Stock Transfer STOCK TRANSFER & Trust Company TRUST COMPANY (the THE "Exchange AgentEXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Shares equal to the product of REPRESENTING THAT NUMBER OF VIANET SHARES EQUAL TO THE PRODUCT OF (1) the Conversion Ratio times THE CONVERSION RATIO TIMES (2) the number of outstanding CSC Infinop Shares (other than any Dissenting Shares); and ii) and (B) Vianet will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Infinop Shares for the holder to use in surrendering the certificates which represented his or its CSC Infinop Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitled. Notwithstanding anything herein to the contrary, ten percent (10%) of the Vianet Shares to which the Principal Stockholders would otherwise be entitled shall be deposited INTO ESCROW (THE "ESCROWED SHARES") WITH CITIBANK, N.A., AS ESCROW AGENT (THE "ESCROW AGENT") for a period of 24 months following the CLOSING PURSUANT TO THE TERMS OF AN ESCROW AGREEMENT IN THE FORM ANNEXED HERETO AS EXHIBIT B (THE "ESCROW AGREEMENT") to secure the indemnification obligations of the Principal Stockholders pursuant to Section 9. b(2) Vianet will not pay any dividend or make any distribution on Vianet Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Infinop Shares until the holder surrenders for exchange his or its certificates which represented CSC Infinop Shares. Vianet instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investmentsRECEIVES FROM VIANET AS A DIVIDEND OR DISTRIBUTION IN ONE OR MORE INVESTMENTS; provided howeverPROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Infinop Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Infinop Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c(3) Vianet may cause the Exchange Agent to return any Vianet Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Infinop Shares shall be entitled to look to Vianet (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. d(4) Vianet shall pay all charges and expenses of the Exchange AgentAgent and the charges and expenses of the Escrow Agent shall be shared equally by Vianet and the Principal Stockholders.

Procedure for Payment. a(i) Immediately Within a reasonable time after the Closing, iEffective Time, (A) Vianet will, on behalf of, and for the benefit of CAC FEDDERS shall furnish to Continental Stock Transfer & Trust Company (each of the "Exchange Agent") NYCOR Stockholders a letter of transmittal setting forth the procedure to follow for each of them to surrender their NYCOR Shares and receive one or more stock certificate certificates (issued in the name of the Exchange Agent NYCOR Stockholders or its nomineetheir nominees) representing that number of Vianet FEDDERS Shares equal to the product of specified in Section 2(e) (1v) the Conversion Ratio times (2A) the number of outstanding CSC Shares above. (other than any Dissenting Shares); and ii) Vianet will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Shares for the holder to use in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitled. b) Vianet FEDDERS will not pay any dividend or make any distribution on Vianet FEDDERS Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC NYCOR Shares until the holder surrenders for exchange his or its certificates which represented CSC NYCOR Shares. (iii) In the event that any stock certificate representing NYCOR Shares shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, FEDDERS will issue or cause to be issued in exchange for such lost, stolen or destroyed certificate the number of FEDDERS Shares into which such shares are converted in the Merger in accordance with this Section 2(f). Vianet instead will pay When authorizing such issuance in exchange therefor, the dividend or make the distribution Board of Directors of FEDDERS may, in its discretion and as a condition precedent to the Exchange Agent issuance thereof, require the owner of such lost, stolen or destroyed certificate to give FEDDERS a bond in trust for the benefit such sum as it may direct as indemnity, or such other form of the holder pending surrender and exchange. Vianet indemnity, as it shall direct, against any claim that may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings made against FEDDERS with respect to the investments. In no eventcertificate alleged to have been lost, however, stolen or destroyed. (iv) No certificates or scrip for fractional FEDDERS Shares will any be issued but each holder of outstanding CSC NYCOR Shares who would otherwise be entitled to any interest receive a fractional share (if the closing price of the FEDDERS Class A Shares is $6.25 or earnings higher on the dividend or distribution pending receipt. ctrading day next preceding the Closing Date) Vianet may cause the Exchange Agent to return any Vianet Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Shares shall be entitled to look receive, in lieu thereof, cash in an amount equal to Vianet (subject such fraction multiplied by the closing price of FEDDERS Class A Shares on The New York Stock Exchange on the trading day immediately prior to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificatesthe Closing Date. d) Vianet shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. a(i) Immediately after the Closing, iEffective Time, (A) Vianet will, on behalf of, and for the benefit of CAC SANZ will furnish to Continental Stock Transfer & Trust Company (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) a jumbo stock certificate representing that the aggregate number of Vianet SANZ Shares equal to the product of (1) the Conversion Ratio times (2) the number of issuable in exchange for outstanding CSC ITIS Shares (other than any Dissenting Shares); and ii) Vianet will cause and (B) the Exchange Agent to will mail a letter of transmittal (with instructions for its use) in the form and substance reasonably satisfactory attached hereto as Exhibit B – 1 (with respect to the parties hereto Common Shares) or B-2 (with respect to Preferred Shares) to each record holder of outstanding CSC ITIS Shares for the holder to use in surrendering the certificates which represented his or its CSC ITIS Shares in exchange for a certificate representing the number of Vianet SANZ Shares to which each of he or it is entitled. b(ii) Vianet SANZ will not pay any dividend or make any distribution on Vianet SANZ Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC ITIS Shares until the holder surrenders for exchange his or its certificates which represented CSC ITIS Shares. Vianet SANZ instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet SANZ may cause the Exchange Agent to pay over to Vianet SANZ any net earnings with respect to the investments, and SANZ will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CSC ITIS Shares be entitled to any interest or earnings on the dividend or distribution pending receipt.. 5 c(iii) Vianet SANZ may cause the Exchange Agent to return any Vianet SANZ Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC ITIS Shares shall be entitled to look solely to Vianet SANZ (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet SANZ Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. d) Vianet shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (a) Immediately after the Closing, Effective Time, (i) Vianet will, on behalf of, and for the benefit of CAC PNSO will furnish to Continental Stock Transfer Nevada Agency & Trust Company Company, #2▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Shares shares of PNSO Common Stock equal to the product of (1A) the Conversion Ratio times TIMES (2B) the number of outstanding CSC Shares shares of VisiJet Common Stock (other than any Dissenting Shares); and Shares and shares owned by PNSO) and (ii) Vianet PNSO will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Shares shares of VisiJet Common Stock for the holder to use in surrendering the certificates which represented his or its CSC Shares shares of VisiJet Common Stock (the "Certificates") in exchange for a certificate representing the number of Vianet Shares shares of PNSO Common Stock to which each of he or it is entitled. (b) Vianet PNSO will not pay any dividend or make any distribution on Vianet Shares shares of PNSO Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding CSC Shares shares of VisiJet Common Stock until the holder surrenders for exchange his or its certificates which represented CSC Sharesshares of VisiJet Common Stock. Vianet PNSO instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. (c) Vianet PNSO may cause the Exchange Agent to return any Vianet Shares shares of PNSO Common Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Shares shares of VisiJet Common Stock shall be entitled to look to Vianet PNSO (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet Shares shares of PNSO Common Stock and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) Vianet VisiJet shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of VisiJet Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.7 shall also apply to Dissenting Shares (defined in Section 2.10) that lose their status as such, except that the obligations of PNSO under this Section 2.7 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.6 hereof.

Procedure for Payment. a(i) Immediately after the Closing, iEffective Time, the Purchaser shall deposit in trust with the Exchange Agent cash in an aggregate amount necessary (A) Vianet will, on behalf of, to make the payments pursuant to Section 2(d)(v) hereof to holders (other than the Purchaser or Parent or any of their respective subsidiaries or affiliates) of Company Common Shares and for the benefit of CAC furnish Company Preferred Shares (such amount being hereinafter referred to Continental Stock Transfer & Trust Company (as the "Exchange AgentFund"), and (B) a stock certificate (issued to make cash payments, at the rate of $4.10 per share, to holders of Dissenting Shares, if any. The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided for in the name preceding sentence out of the Exchange Fund. The Exchange Agent shall invest portions of the Exchange Fund as Purchaser directs, provided that all such investments shall be in obligations of or its nominee) representing that number guaranteed by the United States of Vianet Shares equal to America with remaining maturities not exceeding 180 days, in commercial paper obligations receiving the product highest rating from either Moody's Investors Services, Inc. or Standard & Poor's Corporation, or in certificates of deposit or banker's acceptances of commercial banks with capital exceeding $500 million (1) the Conversion Ratio times (2) the number of outstanding CSC Shares (other than any Dissenting Sharescollectively, "Permitted Investments"); and ii) Vianet will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Shares for the holder to use in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitled. b) Vianet will not pay any dividend or make any distribution on Vianet Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Shares until the holder surrenders for exchange his or its certificates which represented CSC Shares. Vianet instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided provided, however, that the terms and conditions maturities of the investments Permitted Investments shall be such as to permit the Exchange Agent to make prompt payments payment to former stockholders of cash the Company entitled thereto as contemplated by this Section. The Purchaser shall promptly replenish the Exchange Fund to the extent of any losses incurred as a result of Permitted Investments. All earnings on Permitted Investments shall be paid to the Purchaser. If for any reason (including losses) the Exchange Fund is inadequate to pay the amounts to which holders of outstanding CSC Company Common Shares or Company Preferred Shares shall be entitled under this Section, the Purchaser shall in any event be liable for payment thereof. The Exchange Fund shall not be used except as necessary. Vianet may provided in this Agreement. (ii) As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to pay over mail to Vianet any net earnings with respect each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the investmentsEffective Time represented Company Common Shares or Company Preferred Shares (the "Certificates"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent) and instructions for use in effecting the surrender of the Certificate or payment therefor. In no event, however, will any holder of outstanding CSC Shares be entitled Upon surrender to any interest or earnings on the dividend or distribution pending receipt. c) Vianet may cause the Exchange Agent of a Certificate representing Company Common Shares (together with the Warrants attached thereto), together with such letter of transmittal duly executed, the holder of such Certificate shall be paid in exchange therefor cash in an amount equal to return the product of the number of Company Common Shares represented by such Certificate multiplied by the Merger Consideration and such Certificate (and the Warrants attached thereto) shall forthwith be cancelled. Upon surrender to the Exchange Agent of a Certificate representing Company Preferred Shares, together with such letter of transmittal duly executed, the holder of such Certificate shall be paid in exchange therefor cash in an amount equal to the product of the number of Company Preferred Shares represented by such Certificate multiplied by the Preferred Consideration and such Certificate shall forthwith be cancelled. No interest will be paid or accrued on the cash payable upon the surrender of the Certificates. If payment is to be made to a Person other than the Person in whose name the Certificate surrendered is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the Person requesting such payment shall pay any Vianet transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. After the Effective Time, until surrendered in accordance with the provisions of this Section 2(e), each Certificate (other than Certificates representing shares owned by the Purchaser or any affiliate of the Purchaser and Dissenting Shares) shall represent for all purposes solely the right to receive the Merger Consideration or the Preferred Consideration, as the case may be, in cash multiplied by the number of Company Common Shares or Company Preferred Shares evidenced by such Certificate, without any interest thereon. (iii) After the Effective Time, there shall be no transfers of Company Common Shares or Company Preferred Shares that were outstanding immediately prior to the Effective Time on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be cancelled and dividends and distributions thereon remaining exchanged for cash as provided in this Section 2. (iv) Any portion of the Exchange Fund (including the proceeds of any investments thereof) that remains unclaimed by the stockholders of the Company more than 180 days after the Effective TimeTime shall be repaid to the Surviving Corporation and holders of Certificates shall thereafter look only to the Surviving Corporation only as general creditors thereof for payment of any Merger Consideration payable upon due surrender of their Certificates. Notwithstanding the foregoing, and thereafter each remaining record neither the Purchaser nor the Surviving Corporation shall be liable to a holder of outstanding CSC Shares shall be entitled a Certificate for amounts delivered to look a public official pursuant to Vianet (subject to any applicable abandoned property, escheat, and other escheat or similar laws) as a general creditor thereof with respect to Vianet Shares and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. d) Vianet shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. a(i) Immediately after the Closing, iEffective Time, subject to ss.3(h) Vianet willbelow, on behalf of, and for the benefit of CAC furnish (A) Delta will deliver to Continental Stock Transfer & Trust Company (the "Exchange Agent") a Windsortech's Shareholders or Windsortech's Counsel stock certificate certificates (issued in the name names of the Exchange Agent or its nomineeWindsortech's Shareholders) representing that number of Vianet Delta Shares equal to the product of (1x) the Conversion Ratio times (2y) the number of outstanding CSC Windsortech Shares (other than any Dissenting Shares); and iithe "Merger Consideration") Vianet and (B) Delta will cause the Exchange Agent deliver to mail Windsortech's Counsel for forwarding to Windsortech's Shareholders a letter of transmittal (with instructions for its use) in the form and substance reasonably satisfactory to the parties attached hereto as Exhibit C to each record holder of outstanding CSC Windsortech Shares for the holder to use in surrendering the certificates which represented representing his or its CSC Windsortech Shares in exchange for a certificate representing the number of Vianet Delta Shares to which each of he or it is entitled. b(ii) Vianet Delta will not pay any dividend or make any distribution on Vianet Shares Delta Stock (with a record date at or after the Effective Time) to any record holder of outstanding CSC Windsortech Shares until the holder surrenders for exchange his or its certificates which represented CSC representing his Windsortech Shares. Vianet Delta instead will pay the dividend or make the distribution to the Exchange Agent Windsortech's Counsel in trust for the benefit of the holder pending surrender and exchange. Vianet Delta may cause the Exchange Agent require Windsortech's Counsel to invest hold any cash the Exchange Agent it receives from Vianet Delta as a dividend or distribution in one or more investmentsa federally insured bank account of such Counsel's choosing; provided provided, however, that the terms and conditions of the investments such account shall be such as to permit the Exchange Agent such Counsel to make prompt payments of cash to the holders of outstanding CSC Windsortech Shares as necessary. Vianet Delta may cause the Exchange Agent such Counsel to pay over to Vianet Delta any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Windsortech Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c(iii) Vianet Delta may cause the Exchange Agent Windsortech's Counsel to return any Vianet Shares shares of Delta Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Windsortech Shares shall be entitled to look to Vianet Delta (subject to abandoned property, escheat, escheat and other similar laws) as a general creditor thereof with respect to Vianet Shares and the certificates representing the shares of Delta Stock and/or dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. d(iv) Vianet shall pay all charges and expenses At its option, Windsortech may direct that up to 7% of the Exchange AgentMerger Consideration otherwise payable to the Windsortech Shareholders pursuant to ss.2(e)(i) above be paid for the account of Windsortech or such Shareholders directly to Leonard W. Stone ("Stone") or Bill Barberra (as to not more than 2% of ▇▇▇▇ ▇▇▇ger Con▇▇▇▇▇▇▇▇▇▇ ▇▇▇m such 7%) for investment banking services. (v) Without limiting the generality of the foregoing, any obligation for prior services owed by Delta to pay Fred Smithline ("Smithline"), not to exceed 600,000 Share▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ Considerati▇▇ shall be discharged prior to or as part of the Closing and Morgan and Horing shall jointly and severally indemnify ▇▇▇ ▇▇ld Delta harmless from and against any and all further liability or obligation to Smithline.

Procedure for Payment. a) Immediately after the Closing, (i) Vianet willAt Closing, on behalf of(A) CHDM will deliver to I-trax a certified list of all record holders of outstanding CHDM Shares, including each such holder's name, address and CHDM Share ownership, (B) each CHDM Stockholder of record will deliver to I-trax a completed Letter of Transmittal and Subscription Agreement in the form attached hereto as Exhibit D together with the applicable stock certificates which represented such holder's CHDM Shares, and (C) I-trax will deliver to each CHDM Stockholder, by wire if requested by such CHDM Stockholder, and otherwise by check or wire, for each CHDM Share owned of record by such CHDM Stockholder, the benefit of CAC furnish to Continental Stock Transfer & Trust Company (the "Exchange Agent") a stock certificate (issued in the name pro rata cash portion of the Exchange Agent or its nomineeMerger Consideration as calculated pursuant to Section 2(e)(v) representing that number of Vianet Shares equal to the product of above (1less any withholding described in Section 2(e)(vii) the Conversion Ratio times (2) the number of outstanding CSC Shares (other than any Dissenting Sharesabove); and ii) Vianet , and will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto deliver to each record holder CHDM Stockholder the pro rata stock portion of outstanding CSC Shares for the holder to use in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitledMerger Consideration. b(ii) Vianet I-trax will not pay any dividend or make any distribution on Vianet I-trax Common Shares or I-trax Preferred Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC CHDM Shares until the holder surrenders for exchange his or its the certificates which represented CSC representing the holder's CHDM Shares. Vianet I-trax instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of such the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any No holder of outstanding CSC CHDM Shares will be entitled to any interest or earnings on the dividend or distribution pending receipt. c(iii) Vianet I-trax may cause the Exchange Agent to return any Vianet I-trax Common Shares, I-trax Preferred Shares and dividends and distributions thereon remaining unclaimed 180 one hundred eighty (180) days after the Effective Time, and thereafter each remaining record holder of outstanding CSC CHDM Shares shall be entitled to look to Vianet I-trax (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet I-trax Common Shares, I-trax Preferred Shares and dividends and distributions thereon to which he or it such holder is entitled upon surrender of his or its certificatesthe holder's certificates representing former CHDM Shares. d(iv) Vianet I-trax shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. a) Immediately after the Closing, (i) Vianet will, on behalf of, and for the benefit of CAC furnish to Continental Stock Transfer & Trust Company (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Shares equal to the product of (1) the Conversion Ratio times (2) the number of outstanding CSC Shares (other than any Dissenting Shares); and ii) Vianet will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Shares for the holder to use in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Acquiror Shares and a check for the amount of cash (if any) to which each of he or it is entitled, plus cash in lieu of fractional shares (if any). Certificates representing securities held by an Affiliate of the Target shall not be exchanged until the Acquiror has received an agreement from such Affiliate in the form of Exhibit B hereto. b(ii) Vianet The Acquiror will not pay any dividend or make any distribution on Vianet Acquiror Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Target Shares until the holder surrenders for exchange his or its certificates which represented CSC Target Shares. Vianet The Acquiror instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet The Acquiror may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet the Acquiror as a dividend or distribution in one or more investmentsof the permitted investments designated by the Acquiror; provided provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Target Shares as necessary. Vianet The Acquiror may cause the Exchange Agent to pay over to Vianet the Acquiror any net earnings with respect to the investments, and the Acquiror will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CSC Target Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c(iii) Vianet No fractional shares shall be issuable by the Acquiror pursuant hereto. In lieu of issuing fractional shares, a cash adjustment will be paid equal to the fraction of one Acquiror Share that would otherwise be issuable, multiplied by the Average Price. (iv) The Acquiror may cause the Exchange Agent to return any Vianet Acquiror Shares and dividends and distributions thereon and any cash remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Target Shares shall be entitled to look to Vianet the Acquiror (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet the Acquiror Shares and dividends and distributions thereon and any cash to which he or it is entitled upon surrender of his or its certificates. d(v) Vianet Notwithstanding anything in this Agreement to the contrary, Target Shares that are Dissenting Shares immediately prior to the Effective Time shall pay all charges not be converted into Acquiror Shares and expenses cash (if any) pursuant to the Merger, and the holders of such Dissenting Shares shall be entitled to receive payment of the Exchange Agent.fair value of their Dissenting Shares in accordance with the provisions of the Washington Business Corporation Act; unless and until such holders shall fail to perfect, lose, or withdraw their rights thereunder. If, after the Effective Time, any holder of Dissenting Shares shall fail to perfect, lose or withdraw his or its right to be paid fair value, then such Dissenting Shares no longer shall be deemed to be Dissenting Shares, and shall be treated as if they had been converted at the Effective Time into the right to receive the consideration being paid for Target Shares in the Merger, without any interest, and the Acquiror shall take all necessary action to effect the exchange of Acquiror Shares and cash (if any) for the Target Shares. The Target shall give the Acquiror prompt written notice of any demands for payment of fair value for any Target Shares, and the Acquiror shall have the right to participate in all negotiations or proceedings with respect to such demands. Without the prior written consent of the

Procedure for Payment. a(i) Immediately Subject to Section d(viii) above, immediately after the Closing, iEffective Time, (A) Vianet will, on behalf of, and for the benefit of CAC Buyer will furnish to Continental Stock Transfer & Trust Company American Securities and Transfer, (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Buyer Shares equal to the product of (1I) the Conversion Ratio times TIMES (2II) the number of outstanding CSC Seller Shares (other than any Dissenting Shares); and) and (B) the Buyer (ii) Vianet will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Shares for the holder to use in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitled. b) Vianet The Buyer will not pay any dividend or make any distribution on Vianet Buyer Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Seller Shares until the holder surrenders for exchange his his/her or its certificates which represented CSC Seller Shares. Vianet The Buyer instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may The Buyer will cause the Exchange Agent to invest make prompt payment of any cash the Exchange Agent receives from Vianet the Buyer as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Seller Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Seller Shares be entitled to any interest or earnings on the any dividend or distribution pending receiptreceipt of the Buyer Shares. c(iii) Vianet The Buyer may cause the Exchange Agent to return any Vianet Buyer Shares and any dividends and distributions thereon remaining unclaimed 180 one hundred and eighty (180) days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Seller Shares shall be entitled to look to Vianet the Buyer (subject to abandoned property, escheat, escheat and other similar laws) as a general creditor thereof with respect to Vianet the Buyer Shares and dividends and distributions thereon to which he he/she or it is entitled upon surrender of his his/her or its certificates. d(iv) Vianet The Parties shall pay bear all charges and expenses of the Exchange AgentAgent equally.

Procedure for Payment. a(i) Immediately after the Closing, iEffective Time, (A) Vianet will, on behalf of, and for the benefit of CAC Acquiror will furnish to Continental Stock Transfer & Trust Company ChaseMellon Shareholder Services (the "Exchange AgentEXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Acquiror Shares equal to the product of (1I) the Conversion Ratio times Share Consideration TIMES (2II) the number of outstanding CSC Target Shares (other than any Dissenting Shares and Acquiror-owned Shares) and cash in the amount equal to the product of (III) the Cash Consideration (if any) times (IV) the number of outstanding Target Shares (other than any Dissenting Shares and Acquiror-owned Shares); and ii, and (B) Vianet the Acquiror will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in customary form and substance reasonably satisfactory to reflecting the parties hereto terms of the Merger to each record holder of outstanding CSC Target Shares for the holder to use in surrendering the certificates which represented his or its CSC Target Shares in exchange for a certificate representing the number of Vianet Acquiror Shares and a check for the amount of cash (if any) to which each of he or it is entitled, plus cash in lieu of fractional shares (if any). Certificates representing securities held by an Affiliate of the Target shall not be exchanged until the Acquiror has received an agreement from such Affiliate in the form of EXHIBIT B hereto. b(ii) Vianet The Acquiror will not pay any dividend or make any distribution on Vianet Acquiror Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Target Shares until the holder surrenders for exchange his or its certificates which represented CSC Target Shares. Vianet The Acquiror instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet The Acquiror may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet the Acquiror as a dividend or distribution in one or more investmentsof the permitted investments designated by the Acquiror ; provided howeverPROVIDED, HOWEVER, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Target Shares as necessary. Vianet The Acquiror may cause the Exchange Agent to pay over to Vianet the Acquiror any net earnings with respect to the investments, and the Acquiror will replace promptly any cash which the Exchange Agent loses through investments. In no event, however, will any holder of outstanding CSC Target Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c(iii) Vianet No fractional shares shall be issuable by the Acquiror pursuant hereto. In lieu of issuing fractional shares, a cash adjustment will be paid equal to the fraction of one Acquiror Share that would otherwise be issuable, multiplied by the Average Price. (iv) The Acquiror may cause the Exchange Agent to return any Vianet Acquiror Shares and dividends and distributions thereon and any cash remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Target Shares shall be entitled to look to Vianet the Acquiror (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet the Acquiror Shares and dividends and distributions thereon and any cash to which he or it is entitled upon surrender of his or its certificates. d(v) Vianet Notwithstanding anything in this Agreement to the contrary, Target Shares that are Dissenting Shares immediately prior to the Effective Time shall not be converted into Acquiror Shares and cash (if any) pursuant to the Merger, and the holders of such Dissenting Shares shall be entitled to receive payment of the fair value of their Dissenting Shares in accordance with the provisions of the Washington Business Corporation Act; unless and until such holders shall fail to perfect, lose, or withdraw their rights thereunder. If, after the Effective Time, any holder of Dissenting Shares shall fail to perfect, lose or withdraw his or its right to be paid fair value, then such Dissenting Shares no longer shall be deemed to be Dissenting Shares, and shall be treated as if they had been converted at the Effective Time into the right to receive the consideration being paid for Target Shares in the Merger, without any interest, and the Acquiror shall take all necessary action to effect the exchange of Acquiror Shares and cash (if any) for the Target Shares. The Target shall give the Acquiror prompt written notice of any demands for payment of fair value for any Target Shares, and the Acquiror shall have the right to participate in all negotiations or proceedings with respect to such demands. Without the prior written consent of the Acquiror, the Target shall not settle, offer to settle or make any payment with respect to any such demands. (vi) The Acquiror shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. a) Immediately after the Closing, (i) Vianet willThe parties agree that U.S. Bank, on behalf of, N.A. or another exchange agent acceptable to Parent and for the benefit of CAC furnish to Continental Stock Transfer & Trust Company (the "“Exchange Agent"”) a stock certificate (issued shall act as exchange agent with respect to the Transactions contemplated by this Agreement pursuant to the terms and conditions of an exchange agent agreement by and among the Company, the Stockholder Representative, the Parent, and the Exchange Agent, in the name of form to be mutually agreed upon (the “Exchange Agent Agreement”), which shall be entered into by the parties thereto on the Closing Date. (ii) At the Closing, (A) Parent will deposit, or cause to be deposited with the Exchange Agent or its nominee) representing that number in cash an amount sufficient in the aggregate for the Exchange Agent to make full payment of Vianet Shares equal the amounts in cash due to the product holders of (1) all of the Conversion Ratio times (2) the number of outstanding CSC Company Shares (other than any Dissenting Shares and Parent-owned Shares); and ii) Vianet and Company Warrants at Closing (B) Parent will deposit, or cause to be deposited, with the Exchange Agent stock certificates representing the number of shares of Parent Common Stock sufficient in the aggregate for the Exchange Agent to make full payment of the amounts in shares of Parent Common Stock due to the holders of the outstanding Company Shares (other than any Dissenting Shares and Parent-owned Shares) and Company Warrants at Closing (the cash and shares deposited with the Exchange Agent in accordance with clauses (A) and (B) above, the “Payment Fund”) and (C) Parent will cause the Exchange Agent to mail (1) a letter of transmittal (with instructions for its use) in the form and substance reasonably satisfactory acceptable to the parties hereto Parties to each record holder of outstanding CSC Company Shares for the holder to use in surrendering the certificates which that represented his his, her, or its CSC Company Shares in exchange for against payment of the amount due such holder and (2) a certificate representing the number letter of Vianet Shares to which each of he or it is entitled. b) Vianet will not pay any dividend or make any distribution on Vianet Shares transmittal (with a record date at or after instructions for its use) in the Effective Time) form reasonably acceptable to any the Parties to each record holder of outstanding CSC Shares until Company Warrants for the holder surrenders for exchange his to use in surrendering the instruments that represented his, her or its Company Warrants against payment of the amount due such holder. Upon surrender of original certificates which represented CSC Shares. Vianet instead will pay the dividend by a holder representing his, her, or make the distribution its Company Shares for cancellation to the Exchange Agent Agent, together with a letter of transmittal, duly completed and validly executed in trust for accordance with the benefit of the holder pending surrender instructions thereto, and exchange. Vianet such other documents as may cause reasonably be required by the Exchange Agent to invest (including any cash the Exchange Agent receives from Vianet as a dividend required Internal Revenue Service Form W-9 or distribution in one or more investments; provided howeverForm W-8), that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of such certificates shall be entitled to receive in exchange therefor a check or wire transfer in the amount of U.S. dollars representing the applicable portion of the Merger Consideration that such holders have the right to receive pursuant to Section 2(e)(vi) (subject to any applicable withholding Tax as specified in Section 2(n), and the certificates so surrendered shall forthwith be cancelled. No interest will accrue or be paid to the holder of any outstanding CSC Shares Company Shares. (iii) The Exchange Agent shall hold the cash in the Payment Fund in trust and pay out such cash in accordance with this Section 2. Any interest produced by cash deposited into the Payment Fund shall be payable to the Surviving Corporation or Parent, as necessary. Vianet directed by Parent. (iv) Parent may cause the Exchange Agent to pay over to Vianet Surviving Corporation any net earnings with respect to portion of the investments. In no event, however, will any holder Payment Fund remaining five (5) Business Days after the first anniversary of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c) Vianet may cause the Exchange Agent to return any Vianet Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Shares all former stockholders shall be entitled to look to Vianet Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor creditors thereof with respect to Vianet Shares and dividends and distributions thereon to which he or it is entitled the cash upon surrender of his or its their certificates. d(v) Vianet Parent shall pay, or cause Surviving Corporation to pay, 50% of all charges and expenses of the Exchange Agent and the Company shall pay 50% of all charges and expenses of the Exchange Agent, with the Company’s payment being paid out of the Reserve Fund.

Procedure for Payment. (a) Immediately after Prior to the Closing, i) Vianet willEffective Time, on behalf of, and for the benefit of CAC furnish to Continental Stock Transfer & Trust Company Buyer shall appoint an agent (the "Exchange AgentPAYING AGENT") a stock certificate (issued for the purpose of receiving certificates representing Shares and paying the Merger Consideration. Buyer will make available to the Paying Agent, in such amounts as may be needed from time to time, the name Merger Consideration to be paid in respect of the Exchange Agent or its nominee) representing that number of Vianet Shares equal to the product of (1) the Conversion Ratio times (2) the number of outstanding CSC Shares (other than any Dissenting Shares); and ii) Vianet will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Shares for the holder to use in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitled. b) Vianet will not pay any dividend or make any distribution on Vianet Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Shares until the holder surrenders for exchange his or its certificates which represented CSC Shares. Vianet instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c) Vianet may cause the Exchange Agent to return any Vianet Shares and dividends and distributions thereon remaining unclaimed 180 days Promptly after the Effective Time, and thereafter Buyer will send, or will cause the Paying Agent to send, to each remaining record holder of outstanding CSC Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Paying Agent) and instructions for use in effecting the surrender of certificate in exchange for the Merger Consideration. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Paying Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to look to Vianet (subject to abandoned propertyreceive the Merger Consideration payable in respect of such Shares. From and after the Effective Time, escheatall Shares which have been so converted shall no longer be outstanding and shall automatically be canceled and retired, and each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other similar laws) than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Paying Agent any transfer or other taxes required as a general creditor thereof with respect result of such payment to Vianet a Person other than the registered holder of such Shares and dividends and distributions thereon or establish to which he or it is entitled upon surrender of his or its certificates. d) Vianet shall pay all charges and expenses the satisfaction of the Exchange AgentPaying Agent that such tax has been paid or is not payable. For purposes of this Agreement, "PERSON" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Procedure for Payment. a(i) Immediately after At the Closing, i) Vianet will, on behalf of, and for AAC will cause to be furnished to the benefit of CAC furnish to Continental Stock Transfer & Trust Company Exchange Agent a corpus (the "Exchange AgentFund") a stock certificate (issued consisting of cash sufficient in the name of aggregate for the Exchange Agent or its nominee) representing that number to make full payment of Vianet Shares equal the cash portion of the Merger Consideration to the product holders of (1) all of the Conversion Ratio times (2) the number issued and outstanding shares of outstanding CSC Shares Company Common Stock (other than any Dissenting Shares and AAC-owned Shares); and ii) Vianet . Immediately after the Effective Time, the Company will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of issued and outstanding CSC Shares for the holder to use shares of Company Common Stock who did not make a timely and valid Stock Election in surrendering the certificates which represented his or its CSC Shares in exchange for a certificate representing the number of Vianet Shares to which each of he or it is entitled. b) Vianet will not pay any dividend or make any distribution on Vianet Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Shares until the holder surrenders for exchange his or its certificates which represented CSC Shares. Vianet instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as order to permit the Exchange Agent to make prompt payments pay such record holder the cash portion of cash the Merger Consideration. No interest will accrue or be paid to the holders holder of any issued and outstanding CSC Shares shares of Company Common Stock. (ii) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as necessarya result of such payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (iii) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock. Vianet If, after the Effective Time, certificates representing shares of Company Common Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the cash portion of the Merger Consideration provided for in accordance with the procedures set forth herein. (iv) Any portion of the Merger Consideration made available to the Exchange Agent to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be paid to the Surviving Corporation, upon demand. (v) The Surviving Corporation may cause the Exchange Agent to pay over to Vianet the Surviving Corporation any net earnings with respect to the investments. In no event, however, will any holder portion of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c) Vianet may cause the Exchange Agent to return Fund (including any Vianet Shares and dividends and distributions thereon earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Shares Company Stockholder shall be entitled to look only to Vianet the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet Shares and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his such Company Stockholder's certificates. To the extent permitted by applicable law, neither the Surviving Corporation nor the Exchange Agent shall be liable to any Person in respect of any shares of Company Common Stock (or its certificatesdividends or distributions with respect thereto) or cash from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by holders of shares of Company Common Stock two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Body) shall, to the extent permitted by applicable law, become the property of Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. d(vi) Vianet No dividends or other distributions with respect to Company Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered certificate for shares of Company Common Stock with respect to the shares of Company Common Stock represented thereby, and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to ss.2(i) until the surrender of such certificate in accordance with this Article 2. Subject to the effect of applicable laws, following surrender of any such certificate, there shall be paid to the holder of the certificate representing whole shares of Company Common Stock issued in exchange therefor, without interest, (A) the amount of dividends and other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Company Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Company Common Stock. (vii) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by the Company or the Surviving Corporation, as the case may be, provided that such investment shall be in (A) securities issued or directly and fully guaranteed or insured by the United States Government or any agency or instrumentality thereof having maturities not more than six months from the Effective Time of the Merger, (B) certificates of deposit, Eurodollar time deposits and bankers' acceptances with maturities not exceeding six months and overnight bank deposits with any commercial bank, depository institution or trust company incorporated or doing business under the laws of the United States of America, any state thereof or the District of Columbia, provided that such commercial bank, depository institution or trust company has, at the time of investment, (1) capital and surplus exceeding $250 million and (2) outstanding short-term debt securities which are rated at least A-1 by Standard & Poor's Ratings Group, a Division of the McGraw-Hill Companies, Inc., or at least P-1 by Moody's Investors S▇▇▇▇▇▇, ▇▇▇. or carry an equivalent rating by a ▇▇▇▇▇▇▇lly recognized rating agency if both of the two named rating agencies cease to publish ratings of investment, (C) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (A) and (B) above entered into with any financial institution meeting the qualifications specified in clause (B) above, (D) commercial paper having a rating in the highest rating categories from Standard & Poor's Ratings Group, a Division of the McGraw-Hill Companies, Inc. or Moody's Investors Service, Inc., or ▇▇▇▇▇▇▇▇ ▇▇ equivalent rating b▇ ▇ ▇▇▇ionally recognized rating agency if both of the two named rating agencies cease to publish ratings of investments and in each case maturing within six months of the Effective Time and (E) money market mutual or similar funds having assets in excess of $1 billion. Any interest and other income resulting from such investments shall be paid to the Company or the Surviving Corporation, as the case may be. (viii) The Surviving Corporation shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (a) Immediately after the Closing, iEffective Time, (A) Vianet will, on behalf of, and for the benefit of CAC Purchaser will furnish to Continental Stock Transfer Nevada Agency & Trust Company Company, #▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Exchange AgentEXCHANGE AGENT") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Shares shares of Purchaser Common Stock equal to the product of (1I) the Conversion Ratio times TIMES (2II) the number of outstanding CSC Shares shares of Company Common Stock (other than any Dissenting Shares); and iiShares and shares owned by Purchaser) Vianet and (B) Purchaser will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Shares shares of Company Common Stock for the holder to use in surrendering the certificates which represented his or its CSC Shares shares of Company Common Stock (the "CERTIFICATES") in exchange for a certificate representing the number of Vianet Shares shares of Purchaser Common Stock to which each of he or it is entitled. (b) Vianet Purchaser will not pay any dividend or make any distribution on Vianet Shares shares of Purchaser Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding CSC Shares shares of Company Common Stock until the holder surrenders for exchange his or its certificates which represented CSC Sharesshares of Company Common Stock. Vianet Purchaser instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. (c) Vianet Purchaser may cause the Exchange Agent to return any Vianet Shares shares of Purchaser Common Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Shares shares of Company Common Stock shall be entitled to look to Vianet Purchaser (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet Shares shares of Purchaser Common Stock and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) Vianet The Company shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of Company Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.8 shall also apply to Dissenting Shares (defined in Section 2.11) that lose their status as such, except that the obligations of Purchaser under this Section 2.8 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.7 hereof.

Procedure for Payment. (a) Immediately after the Closing, Effective Time, (i) Vianet will, on behalf of, and for the benefit of CAC PNSO will furnish to Continental Stock Transfer Nevada Agency & Trust Company Company, #▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Shares shares of PNSO Common Stock equal to the product of (1A) the Conversion Ratio times TIMES (2B) the number of outstanding CSC Shares shares of VisiJet Common Stock (other than any Dissenting Shares); and Shares and shares owned by PNSO) and (ii) Vianet PNSO will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in form and substance reasonably satisfactory to the parties hereto to each record holder of outstanding CSC Shares shares of VisiJet Common Stock for the holder to use in surrendering the certificates which represented his or its CSC Shares shares of VisiJet Common Stock (the "Certificates") in exchange for a certificate representing the number of Vianet Shares shares of PNSO Common Stock to which each of he or it is entitled. (b) Vianet PNSO will not pay any dividend or make any distribution on Vianet Shares shares of PNSO Common Stock (with a record date at or after the Effective Time) to any record holder of outstanding CSC Shares shares of VisiJet Common Stock until the holder surrenders for exchange his or its certificates which represented CSC Sharesshares of VisiJet Common Stock. Vianet PNSO instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, will any holder of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. (c) Vianet PNSO may cause the Exchange Agent to return any Vianet Shares shares of PNSO Common Stock and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC Shares shares of VisiJet Common Stock shall be entitled to look to Vianet PNSO (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet Shares shares of PNSO Common Stock and dividends and distributions thereon to which he or it is entitled upon surrender of his or its certificates. (d) Vianet VisiJet shall pay all charges and expenses of the Exchange Agent. (e) After the close of business on the Closing Date, transfers of shares of VisiJet Common Stock outstanding prior to the Effective Time shall not be made on the stock transfer books of the Surviving Corporation. (f) The provisions of this Section 2.7 shall also apply to Dissenting Shares (defined in Section 2.10) that lose their status as such, except that the obligations of PNSO under this Section 2.7 shall commence on the date of loss of such status and the holder of such shares shall be entitled to receive in exchange for such shares the Merger Consideration to which such holder is entitled pursuant to Section 2.6 hereof.

Procedure for Payment. a(i) Immediately after the Closing, iEffective Time, (A) Vianet will, on behalf of, and for the benefit of CAC MOLI will furnish to Continental Stock Interwest Transfer & Trust Company (the "Exchange Agent") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet the 18,823,288 MOLI Shares equal to be issued to non-dissenting CO-OP Stockholders pursuant to the product of Conversion Ratio, and (1B) the Conversion Ratio times (2) the number of outstanding CSC Shares (other than any Dissenting Shares); and ii) Vianet MOLI will cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form and substance reasonably satisfactory to the parties attached hereto as Exhibit B to each record holder of outstanding CSC CO-OP Shares for the holder to use in surrendering the certificates certificate(s) which represented his his, her, or its CSC CO-OP Shares in exchange for a certificate one or more certificates representing the number of Vianet MOLI Shares to which each of he he, she, or it is entitled. The MOLI Shares issued in the Merger to the CO-OP Stockholders shall be, when issued, fully paid and non-assessable, and shall be issued in reliance on exemptions from registration under the Securities Act and state securities laws, and will be "restricted securities" within the meaning of Rule 144 adopted under the Securities Act. b(ii) Vianet MOLI will not pay any other dividend or make any other distribution on Vianet MOLI Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC CO-OP Shares until the holder surrenders for exchange his his, her, or its certificates which that represented CSC CO-OP Shares. Vianet Buyer instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet may cause the Exchange Agent to invest any cash the Exchange Agent receives from Vianet as a dividend or distribution in one or more investments; provided however, that the terms and conditions of the investments shall be such as to permit the Exchange Agent to make prompt payments of cash to the holders of outstanding CSC Shares as necessary. Vianet may cause the Exchange Agent to pay over to Vianet any net earnings with respect to the investments. In no event, however, event will any holder of outstanding CSC CO-OP Shares be entitled to any interest or earnings on the dividend or distribution pending receipt. c(iii) Vianet MOLI may cause the Exchange Agent to return any Vianet MOLI Shares and dividends and distributions thereon remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder of outstanding CSC CO-OP Shares shall be entitled to look to Vianet MOLI (subject to abandoned property, escheat, and other similar laws) as a general creditor thereof with respect to Vianet the MOLI Shares and dividends and distributions thereon to which he he, she, or it is claims to be entitled upon surrender of his his, her, or its certificates. d) Vianet shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. a) Immediately after the Closing, (i) Vianet will, on behalf of, At and for as of the benefit of CAC furnish Effective Time: (A) the Buyer will pay or cause the Transaction Subsidiary to Continental Stock Transfer & Trust Company pay to the Paying Agent cash (the "Exchange AgentPayment Fund") a stock certificate (issued in the name of the Exchange Agent or its nominee) representing that number of Vianet Shares an amount equal to the product Merger Consideration minus the Post Closing Escrow Deposit and the Benefit Plan Escrow Deposit, and the Buyer, Surviving Corporation, Paying Agent, and the Representatives, as agents for and representatives of the Company Shareholders, shall execute and deliver to the Paying Agent, the Paying Agent Agreement in the form attached hereto as Exhibit B (1the "Paying Agent Agreement"). The Payment Fund shall be held and disbursed in accordance with and subject to the terms of the Paying Agent Agreement; (B) the Conversion Ratio times (2) the number of outstanding CSC Shares (other than any Dissenting Shares); and ii) Vianet Buyer will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) in a form and substance reasonably satisfactory to agreed upon by the parties hereto Parties (the "Letter of Transmittal") to each record holder of outstanding CSC Company Shares for the holder to use in surrendering the certificates which represented his his, her or its CSC Company Shares in exchange for a certificate representing the number payment of Vianet their respective portion of the Payment Fund in accordance with the Paying Agent Agreement. In accordance with and subject to the terms of the Paying Agent Agreement, the Paying Agent will accept the surrender of all properly tendered certificates which represent the Company Shares, transmit payment to the holders of such certificates of their respective portion of the Payment Fund and deliver such certificates to the Surviving Corporation, all in accordance with the Paying Agent Agreement. No interest will accrue or be paid to the holder of any outstanding Company Shares with respect to which each the Payment Fund; (C) the Buyer will pay or cause the Transaction Subsidiary to pay an amount in cash equal to the Post Closing Escrow Deposit to the Post Closing Escrow Agent, and the Buyer, the Surviving Corporation, the Post Closing Escrow Agent and the Representatives, as agents for and representatives of he the Company Shareholders, shall execute and deliver to the Post Closing Escrow Agent, the Post Closing Escrow Agreement in the form attached hereto as Exhibit D (the "Post Closing Escrow Agreement"). The Post Closing Escrow Deposit shall be held and disbursed in accordance with and subject to the terms of the Post Closing Escrow Agreement; and (D) the Buyer will pay or it is entitledcause the Transaction Subsidiary to pay an amount in cash equal to the Benefit Plan Escrow Deposit to the Benefit Plan Escrow Agent, and the Buyer, the Benefit Plan Escrow Agent, the Surviving Corporation, and the Representatives, as agents for and representatives of the Company Shareholders, shall execute and deliver to the Benefit Plan Escrow Agent, the Benefit Plan Escrow Agreement in the form attached hereto as Exhibit E (the "Benefit Plan Escrow Agreement"). The Benefit Plan Escrow Fund shall be held and disbursed in accordance with and subject to the terms of the Benefit Plan Escrow Agreement. b(ii) Vianet will not pay any dividend or make any distribution on Vianet Shares (with a record date at or after the Effective Time) to any record holder of outstanding CSC Shares until the holder surrenders for exchange his or its certificates which represented CSC Shares. Vianet instead will pay the dividend or make the distribution to the Exchange Agent in trust for the benefit of the holder pending surrender and exchange. Vianet The Buyer may cause the Exchange Paying Agent to invest any the cash included in the Exchange Agent receives from Vianet as a dividend or distribution Payment Fund in one or more investmentsof the Permitted Investments; provided provided, however, that the terms and conditions of the investments shall be such as to permit the Exchange Paying Agent to make prompt payments payment of cash to the holders of outstanding CSC Shares Merger Consideration as necessary. Vianet The Buyer may cause the Exchange Paying Agent to pay over to Vianet the Surviving Corporation any net earnings with respect to the investments. In no event, however, and the Buyer will cause the Surviving Corporation to replace promptly any holder portion of outstanding CSC Shares be entitled to any interest or earnings on the dividend or distribution pending receiptPayment fund which the Paying Agent loses through investments. c(iii) Vianet The Buyer may cause the Exchange Paying Agent to return pay over to the Surviving Corporation any Vianet Shares and dividends and distributions thereon portion of the Payment Fund (including any earnings thereon) remaining unclaimed 180 days after the Effective Time, and thereafter each remaining record holder all former shareholders of outstanding CSC Shares the Company shall be entitled to look to Vianet the Surviving Corporation (subject to abandoned property, escheat, and other similar laws) as a general creditor creditors thereof with respect to Vianet Shares and dividends and distributions thereon to which he or it is entitled the cash payable upon surrender of his or its their certificates. d(iv) Vianet The Buyer shall be responsible for and shall pay or cause the Surviving Corporation to pay all charges and expenses of the Exchange Paying Agent, the Post Closing Escrow Agent, and the Benefit Plan Escrow Agent without the right to set off any such amounts against the Payment Fund, the Post Closing Escrow Fund or the Benefit Plan Escrow Fund. (v) The Post Closing Escrow Agent and the Benefit Plan Escrow Agent shall invest the cash included in the Post Closing Escrow Fund and the Benefit Plan Escrow Fund in accordance with the terms of the Post Closing Escrow Agreement and the Benefit Plan Escrow Agreement, respectively. Any net earnings with respect to such investments shall be paid to the Company Shareholders or the Surviving Corporation in accordance with the provisions of the applicable escrow agreement.