1999-080-COX COMMUNICATIONS FRANCHISE AUTHORITY

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Section 2.5, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time for all purposes to represent only the right to receive upon such surrender the certificate representing shares of Parent Class A Common Stock and any dividend or distribution in respect of those shares andthe cash portion, if any, of the Consideration. In the case of Certificates representing Dissenting Shares, each Certificate representing Dissenting Shares shall be deemed at any time after the Effective Time for all purposes to represent only the right to receive the fair value of such Dissenting Shares pursuant to the TBCA. (c) No Further Ownership Rights in Companv Common Stock. The payment to be made to holders of Certificates upon the surrender for exchange of shares of Company Common Stock in accordance with the terms hereof shall be deemed to have been made in full satisfaction of all rights pertaining to such shares of Company Common Stock, and (except with respect to Dissenting Shares) following the Effective Time, there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Section 2.5, subject to applicable law in the case of Certificates representing Dissenting Shares. From and after the Effective Time, holders of Certificates shall cease to have any rights as shareholders of the Company, except as provided by law. (d) Lost. Stolen or Destroved Certificates. If any Certificates shall have been lost, stolen or destroyed, then payment shall be made in accordance with this Section 2.5 in exchange for such lost, stolen or destroyed Certificates, upon the delivery to the Exchange Agent of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and an indemnity in form reasonably satisfactory to the Surviving Corporation (and, if required by the Surviving Corporation in the case of a Certificate representing more than 10,000 shares of Company Common Stock, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as an indemnity) against any claim that may be made against the Exchange Agent or the Surviving Corporation or otherwise with respect to such Certificate. eel Termination of Exchange Fund and Fractional Securities Fund. Any portion of the Exchange Fund made available to the Exchange Agent pursuant to Section 2.5(a) or the Fractional Securities Fund that remains undistributed to holders of Certificates for one year after the Effective Time shall be delivered by the Exchange Agent to Parent, upon demand, and any holders of Certificates who have not theretofore complied with this Section 2.5 shall thereafter only look to Parent for payment of their claim. Notwithstanding the foregoing, neither Parent, the Company nor the Surviving Corporation shall be liable to any former holder of shares of Company Common Stock for any cash held by Parent or the Exchange Agent for payment pursuant to this Section 2.5 delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any amounts remaining unclaimed by the holders of Certificates five years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) shall become, to the extent permitted by applicable law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. ATl/90584-8 9