Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Acceptance Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”). At or prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such payments. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective Date, Parent shall cause the Exchange Agent to send to each holder of Shares as of the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent and Merger Sub shall appoint (pursuant to an agreement in a form reasonably acceptable to the Computershare Trust Company) the Company’s transfer , N.A. or such other paying agent or another agent as designated by Parent and Merger Sub and reasonably acceptable to the Company from time to time (the “Exchange Paying Agent”) to act as the agent for the purpose of paying the Merger Consideration in exchange for: (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and Certificates, or (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior to the Acceptance TimeClosing, Parent shall deposit, or one of its Affiliates shall deposit cause to be deposited, with the Exchange Paying Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid pursuant to this Article IV (such cash being hereinafter referred to as the “Exchange Fund”). If the Exchange Fund is inadequate to pay the Merger Consideration that is payable in respect of all of the Common Shares represented by the Certificates and the Uncertificated Book-Entry Shares for any reason, Parent shall take all steps necessary to promptly (such cashand in any case, together within five (5) Business Days) deposit additional cash with the amount deposited Paying Agent sufficient to pay all Merger Consideration required to be paid pursuant to this Article IV, and Parent shall in any event be liable for the immediately preceding sentencepayment thereof. Parent shall pay all charges and expenses, including those of the “Payment Fund”)Paying Agent, incurred in connection with the exchange of Common Shares for the Merger Consideration. The Payment Exchange Fund shall not be used for any purpose other purpose and, in the event that the Payment Fund shall at any time be insufficient than to make the payments of the Offer Price or pay the Merger Consideration contemplated that is payable in respect of all of the Common Shares represented by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsCertificates and the Book-Entry Shares. Promptly after the Effective Time, Time (and in any event not later than three case, within five (5) Business Days following the Effective DateDays), Parent shall send, or shall cause the Exchange Paying Agent to send send, to each record holder of Common Shares as of at the Effective Time Time, a letter of transmittal in such form as Parent and the Company shall reasonably agree (the “Letter of Transmittal”) and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or upon delivery of an “agent’s message” regarding the book-entry transfer of the Uncertificated Book-Entry Shares to the Exchange Paying Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent the Acquiror shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Continental Stock Transfer & Trust Company (the “Exchange Paying Agent”) to act as the agent for the purpose of exchanging the Merger Consideration for: (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and Certificates, or (ii) exchanging for book-entry shares which immediately prior to the Merger Consideration (A) certificates representing Shares Effective Time represented the shares of Company Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to promptly following the Effective Time, Parent the Acquiror shall deposit, or one of its Affiliates shall deposit cause the Surviving Corporation to deposit, with the Exchange Paying Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient funds to pay the aggregate Merger Consideration to be paid that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Uncertificated Book-Entry Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 6(b), the Acquiror shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose andpurpose. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the event that the Payment Fund shall at any time be insufficient to make the payments exchange of the Offer Price or shares for the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsConsideration. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateAcquiror shall send, Parent or shall cause the Exchange Paying Agent to send send, to each record holder of Shares as shares of Company Common Stock at the Effective Time Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Paying Agent) for use in such exchange.

Surrender and Payment. (a) Prior At or prior to the Acceptance TimeClosing, Parent shall appoint a United States bank or trust company or other independent financial institution in the United States (pursuant to an agreement in a form reasonably acceptable to the Company“Paying and Exchange Agent”) the Company’s transfer agent or another agent that is reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 act, among other things, as paying agent and (ii) exchanging exchange agent for the Merger and to deliver the Merger Consideration (A) certificates representing Shares (to former stockholders of the “Certificates”) or (B) uncertificated Shares represented by book entry (Company. The Company and Parent shall enter into a Paying and Exchange Agent agreement with the “Uncertificated Shares”)Paying and Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Paying and Exchange Agent consistent with the terms of this Agreement. At or prior to Promptly after the Acceptance TimeEffective Time on the Closing Date, Parent or one of its Affiliates shall deposit (or cause to be deposited) with the Paying and Exchange Agent, for the account and benefit of the former holders of Shares validly tendered (Company Common Stock, the aggregate Cash Consideration payable and not validly withdrawn) the aggregate number of shares of Parent Common Stock issuable pursuant to the Offerthis Article IV, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid by the Paying and Exchange Agent in respect of the Certificates and the Uncertificated Shares accordance with this Agreement (such cash, together with the amount deposited pursuant cash and Parent Common Stock shall be referred to the immediately preceding sentence, in this Agreement as the “Payment Consideration Fund”). The Payment In addition, Parent shall make available as necessary cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 4.1(d) and any dividends or distributions which holders of Company Common Stock may be entitled pursuant to Section 4.2(h). In the event the Consideration Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or pay the Merger Consideration contemplated (including with respect to Company Common Stock held by this Agreementstockholders who did not vote in favor of the Merger but who did not exercise, or who shall have effectively withdrawn or lost, their rights to appraisal of such Company Common Stock under the DGCL), Parent shallshall promptly deliver, or shall cause one of its Affiliates toto be delivered, promptly deposit additional funds with and shares of Parent Common Stock to the Paying and Exchange Agent in an amount sufficient that is equal to the deficiency required to make such payments. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective Date, Parent shall cause the Exchange Agent to send to each holder of Shares as of the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall will appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another exchange agent reasonably acceptable to the Company Target (the “Exchange Agent”) to act as the agent for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration Consideration, to the extent entitled thereto: (Ai) certificates representing Shares the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Target Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior to On and after the Acceptance Effective Time, Parent will deposit, or one of its Affiliates shall deposit cause the Surviving Corporation to deposit, (x) with the Exchange Agent, for sufficient funds to pay the benefit aggregate Merger Consideration that is payable in respect of all of the holders shares of Shares validly tendered (and not validly withdrawn) pursuant Target Common Stock outstanding immediately prior to the OfferEffective Time (other than the Cancelled Shares, cash the Accepted Shares and the Non-Tendered Target Restricted Stock Awards), and (y) with the Surviving Corporation, sufficient funds to pay the Option Consideration (less any Taxes required to be withheld in accordance with Section 4.05) (collectively, the “Payment Fund”) in amounts and at the times necessary for such payments, and (z) with the Exchange Agent, an amount sufficient to pay the aggregate Offer Price required fees and expenses of the Exchange Agent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Target Common Stock (other than Non-Tendered Target Restricted Stock Awards) will be paid pursuant to entitled under Section 2.01(f4.01(b). At or prior to the Effective Time, Parent will take all steps necessary to enable or one of its Affiliates shall cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange AgentAgent sufficient to make all payments required under Section 4.01(b), and Parent and the Surviving Corporation will in any event be liable for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”)payment thereof. The Payment Fund shall will not be used for any other purpose andpurpose. The Surviving Corporation will pay all charges and expenses, including those of the Exchange Agent, in connection with the event that the Payment Fund shall at any time be insufficient to make the payments exchange of the Offer Price or shares of Target Common Stock for the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsConsideration. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateParent will send, Parent shall or will cause the Exchange Agent to send send, to each record holder of Shares as shares of Target Common Stock (other than Non-Tendered Target Restricted Stock Awards) at the Effective Time Time, a letter of transmittal and instructions (which shall will specify that the delivery shall will be effected, and risk of loss and title shall will pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. PACIFIC shall, at the Effective Time and upon surrender of a DISTRIBUTORS Certificate (ahereinafter defined), deliver to each holder of record of one or more certificates representing DISTRIBUTORS Common Stock (collectively, the "DISTRIBUTORS Certificates") Prior that has been converted into PACIFIC Common Stock as set forth in Section 1(f), a certificate or certificates representing the number of PACIFIC Common Stock into which the shares represented by the DISTRIBUTORS Certificate so surrendered shall have been converted as provided in Section 1(f). If any PACIFIC Common Stock is to the Acceptance Time, Parent shall appoint (pursuant to an agreement be issued in a form reasonably acceptable to name other than that in which a DISTRIBUTORS Certificate so surrendered is then registered, it shall be a condition of such exchange that the Company) the Company’s DISTRIBUTORS Certificate surrendered be accompanied by payment of any applicable transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) taxes and documents required for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”). At or prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any other purpose and, a valid transfer in the event that the Payment Fund shall at any time be insufficient to make the payments reasonable judgment of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of PACIFIC and its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentscounsel. Promptly From and after the Effective Time, until so surrendered, each DISTRIBUTORS Certificate shall be deemed for all corporate purposes, except as set forth below, to evidence the number of PACIFIC Common Stock into which the DISTRIBUTORS Common Stock represented by such DISTRIBUTORS Certificate shall have been converted. Unless and in until any event not later than three Business Days following DISTRIBUTORS Certificate shall be so surrendered, the holder of such DISTRIBUTORS Certificate shall have no right to vote or to receive any dividends or other distributions made to holders of record of PACIFIC Common Stock after the Effective DateTime. Upon surrender of a DISTRIBUTORS Certificate, Parent the holder of record thereof shall cause receive, together with certificates representing PACIFIC Common Stock to which he shall be entitled in accordance with Section 1(f), all dividends and other distributions which shall have theretofore been paid or made to holders of record of PACIFIC Common Stock after the Exchange Agent Effective Time with respect to send such shares. PACIFIC shall be authorized to deliver certificates for PACIFIC Common Stock attributable to any DISTRIBUTORS Certificate theretofore issued which has been lost or destroyed upon receipt of satisfactory evidence of ownership of the shares of DISTRIBUTORS Common Stock formerly represented thereby and of appropriate indemnification of PACIFIC. Exhibit B annexed hereto sets forth each holder of Shares as record of DISTRIBUTORS Common Stock, the Effective Time a letter number of transmittal and instructions (which shall specify that the delivery shall be effectedshares of DISTRIBUTORS Common Stock owned by such holder, and risk the DISTRIBUTORS Certificate(s) representing the shares of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in DISTRIBUTORS Common Stock owned by such exchangeholder.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint Continental Stock Transfer & Trust Company as the exchange agent (pursuant or such other nationally recognized exchange agent agreed to an agreement in a form reasonably acceptable to between the Companyparties) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Per Share Merger Consideration (A) Consideration, certificates representing Shares shares of Company Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book ;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry (the “Uncertificated Shares”). At or prior account statements relating to the Acceptance Time, Parent or one ownership of its Affiliates shall deposit with the Exchange Agent, for the benefit shares of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(fCompany Common Stock). At or prior to the Effective Time, Parent shall deposit, or one of its Affiliates shall deposit cause to be deposited, with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay Agent the aggregate Per Share Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of the aggregate Per Share Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund and shall be paid to the Surviving Corporation on the earlier of twelve (12) months after the Effective Date or the full payment of the aggregate Per Share Merger Consideration. The Payment Fund shall not be used for any other purpose andpurpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the event that exchange of shares of Company Common Stock and the Payment Fund shall at any time be insufficient to make the payments payment of the Offer Price or the Per Share Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one in respect of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsshares. Promptly after the Effective Time, and in any event not no later than three (3) Business Days following after the Effective DateTime, Parent shall send, or shall cause the Exchange Agent to send send, to each record holder of Shares as shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) Agent for use in such exchange).

Surrender and Payment. (a) Prior to the Acceptance TimeClosing Date, Parent Parent, at its sole expense, shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer Computershare Trust Company N.A. or such other exchange agent or another agent as reasonably acceptable to the Company and Parent (the “Exchange Agent”) to act as the agent for the purpose of exchanging the Merger Consideration for: (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and Certificates, or (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior to the Acceptance TimeClosing, Parent shall deposit, or one of its Affiliates shall deposit cause to be deposited, with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the OfferCommon Shares, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient funds to pay the aggregate Merger Consideration to be paid that is payable in respect of all of the Common Shares represented by the Certificates and the Uncertificated Book-Entry Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”)) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the Merger Consideration that is payable in respect of all of the Common Shares represented by the Certificates and the Book-Entry Shares, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly (and in any case, within five (5) Business Days) to deposit, or cause to be deposited, in trust additional cash with the Exchange Agent sufficient to make all remaining payments required to be made under this Section 3.2 and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. Any net profit resulting from, or interest or income produced by, investments of the Payment Fund by the Exchange Agent shall be payable to the Surviving Corporation or Parent, and any amounts in excess of the amounts payable pursuant to Section 3.1 shall be promptly returned to the Surviving Corporation or Parent, in each case as directed by Parent. The Surviving Corporation shall pay all charges and expenses of the Exchange Agent incurred in connection with the exchange of Common Shares for the Merger Consideration. The Payment Fund shall not be used for any purpose other purpose and, in the event that the Payment Fund shall at any time be insufficient than to make the payments of the Offer Price or pay the Merger Consideration contemplated that is payable in respect of all of the Common Shares represented by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsCertificates and the Book-Entry Shares. Promptly after the Effective Time, Time (and in any event not later than three case, within five (5) Business Days following Days), the Effective Date, Parent Surviving Corporation shall cause the Exchange Agent to send to each record holder of Common Shares as of at the Effective Time Time, a letter of transmittal in a customary form to be mutually agreed to by the Company and Parent (the “Letter of Transmittal”) and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent) for use in effecting the surrender of such exchangeCertificates or transfer of the Book-Entry Shares to the Exchange Agent in exchange for payment of the Merger Consideration.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent bank or another agent trust company reasonably acceptable to the Company to act as disbursing agent (the “Exchange Disbursing Agent”) for the purpose of (i) making payments to receiving and exchanging the holders payment of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”). At or prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the Company stockholders upon surrender of certificates representing the Shares. The Disbursing Agent shall also act as the agent for the Company stockholders for the purpose of holding the certificates representing the Shares and shall obtain no rights or interests in the Shares represented by such certificates. Parent will enter into a disbursing agent agreement with the Disbursing Agent, and at such times, and from time to time, as the Disbursing Agent requires funds to make the payments pursuant to Section 3.6(b), Parent shall deposit or cause to be deposited with the Disbursing Agent cash in an aggregate amount necessary to make the payments pursuant to Section 3.6(b) to holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant amounts being hereinafter referred to the immediately preceding sentence, as the “Payment Exchange Fund”). For purposes of determining the aggregate amount to be so deposited, Parent and Merger Subsidiary shall assume that no stockholders of the Company will perfect any right to appraisal of his, her or its Shares. The Payment Disbursing Agent shall invest the Exchange Fund as directed by Parent; provided that such investments shall be (i) direct obligations of the United States of America, (ii) obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) commercial paper rated the highest quality by either Xxxxx’x Investors Services, Inc. or Standard & Poor’s Corporation or (iv) a combination of any of the foregoing; provided further that no loss thereon or thereof shall affect the amounts payable to holders of Shares pursuant to Section 3.6(b). Any interest and other income resulting from such investment shall become a part of the Exchange Fund, and any amounts in excess of the amounts payable under Section 3.6(b) shall be promptly paid to Parent. If for any reason (including losses) such funds are inadequate to pay all amounts to which holders of Shares shall be entitled hereunder, Parent shall promptly deposit or cause to be deposited additional cash with the Disbursing Agent sufficient to make all payments required under this Agreement, and Parent and the Merger Subsidiary shall in any event be liable for payment thereof. The Exchange Fund shall not be used for any other purpose andpurpose. Parent shall bear and pay all charges and expenses, in the event that the Payment Fund shall at any time be insufficient to make the payments including those of the Offer Price or the Merger Consideration contemplated by this AgreementDisbursing Agent, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds incurred in connection with the Exchange Agent in an amount sufficient to make such payments. Promptly after the Effective Time, exchange of Shares and in any event not later than three Business Days following the Effective Date, Parent shall cause the Exchange Agent to send to each holder of Shares as of the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchangeFund.

Surrender and Payment. (a) Prior to the Acceptance Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”). At or prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective TimeTime the stock transfer books of Sagebrush shall be closed, Parent or one and no transfer of its Affiliates any share of Sagebrush Common Stock theretofore outstanding shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to thereafter be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”)made. The Payment Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such payments. Promptly As soon as practicable after the Effective Time, each holder of Sagebrush Common Stock converted pursuant to Section 2.5(b), upon surrender, for cancellation, to an exchange agent designated by WSMP, subject to the approval of Sagebrush (such approval not to be withheld or delayed unreasonaly), prior to the Merger (the "Exchange Agent"), of one or more certificates previously representing Sagebrush Common Stock, will be entitled to receive (i) certificates representing Merger Consideration, as provided in Section 2.5(c), and (ii) a check for the applicable cash amount, if any, as provided in any event not later than three Business Days following Section 2.6, in each case in respect of the Effective aggregate number of shares of Sagebrush Common Stock previously represented by the certificate or certificates surrendered and promptly canceled after receipt thereof by the Exchange Agent. As promptly as practicable after the Closing Date, Parent WSMP shall cause the Exchange Agent to send deliver or mail to each holder shareholder of Shares as of the Effective Time Sagebrush a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in surrendering, in exchange for Merger consideration, the certificates that immediately prior to the Effective Time represented shares of Sagebrush Common Stock. Upon the surrender of such exchangecertificates, together with such letter of transmittal and such other documents as may reasonably be requested, WSMP shall promptly cause the Merger Consideration to be issued and delivered to the persons entitled therto. No dividend or other distribution payable following the Closing with respect to shares of WSMP Common Stock to be recieved as Merger Consideration shall be paid, and there shall be no right to vote such shares of WSMP Common Stock, until the Sagebrush shareholder has tendered the certificate or certificates representing shares of Sagebrush Common Stock to be exchanged for Merger Consideration, it being understood, however, that such tender when made shall relate back to the Effective Time for the purposes of any rights to receive dividends and other distributions with respect to WSMP Common Stock distributable to holders of record after the Effective Time. No interest will be paid or acccrued on the Merger Consideration upon the surrender of the certificate or certificates representing shares of Sagebrush Common Stock or on dividends or other distributions deferred as described in the immediately preceding sentence. With respect to any certificate for Sagebrush Common Stock that has been lost or destroyed, WSMP shall cause the Merger Consideration attributable to such certificate to be paid upon receipt of evidence and indemnity reasonably satisfactory to it of the shares represented thereby.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another paying agent reasonably acceptable to the Company (the “Exchange Paying Agent”) to act as the agent for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration for: (Ai) certificates representing Shares the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (On and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to after the Effective Time, Parent shall deposit, or one of its Affiliates shall deposit cause the Surviving Corporation to deposit, with the Exchange Paying Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient funds to pay the aggregate Merger Consideration to be paid that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Uncertificated Book-Entry Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose andpurpose. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the event that the Payment Fund shall at any time be insufficient to make the payments exchange of the Offer Price or shares of Company Common Stock for the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsConsideration. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateParent shall send, Parent or shall cause the Exchange Paying Agent to send send, to each record holder of Shares as shares of Company Common Stock at the Effective Time Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Paying Agent) for use in such exchange. Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs prior to 11:30 a.m. Eastern Standard Time on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of shares of Company Common Stock held of record by DTC or such nominee immediately prior to the Effective Time multiplied by the Merger Consideration (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 11:30 a.m. Eastern Standard Time on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the first Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Surrender and Payment. (a) Prior At or prior to the Acceptance TimeClosing, Parent shall appoint a United States bank or trust company or other independent financial institution in the United States (pursuant to an agreement in a form reasonably acceptable to the Company“Paying and Exchange Agent”) the Company’s transfer agent or another agent that is reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 act, among other things, as paying agent and (ii) exchanging exchange agent for the Merger and to deliver the Merger Consideration (A) certificates representing Shares (to former stockholders of the “Certificates”) or (B) uncertificated Shares represented by book entry (Company. The Company and Parent shall enter into a Paying and Exchange Agent agreement with the “Uncertificated Shares”)Paying and Exchange Agent, which agreement shall set forth the duties, responsibilities and obligations of the Paying and Exchange Agent consistent with the terms of this Agreement. At or prior to Promptly after the Acceptance TimeEffective Time on the Closing Date, Parent or one of its Affiliates shall deposit (or cause to be deposited) with the Paying and Exchange Agent, for the account and benefit of the former holders of Shares validly tendered (Company Common Stock, the aggregate Cash Consideration payable and not validly withdrawn) the aggregate number of shares of Parent Common Stock issuable pursuant to the Offerthis Article IV, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid by the Paying and Exchange Agent in respect of the Certificates and the Uncertificated Shares accordance with this Agreement (such cash, together with the amount deposited pursuant cash and Parent Common Stock shall be referred to the immediately preceding sentence, in this Agreement as the “Payment Consideration Fund”). The Payment In addition, Parent shall make available as necessary cash in an amount sufficient for payment in lieu of fractional shares pursuant to Section 4.1(d) and any dividends or distributions which holders of Company Common Stock may be entitled pursuant to Section 4.2(h). In the event the Consideration Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or pay the Merger Consideration contemplated (including with respect to Company Common Stock held by this Agreementstockholders who did not exercise, or who shall have effectively withdrawn or lost, their rights to appraisal of such Company Common Stock under the DGCL), Parent shallshall promptly deliver, or shall cause one of its Affiliates toto be delivered, promptly deposit additional funds with and shares of Parent Common Stock to the Paying and Exchange Agent in an amount sufficient that is equal to the deficiency required to make such payments. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective Date, Parent shall cause the Exchange Agent to send to each holder of Shares as of the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another paying agent reasonably acceptable to the Company (the “Exchange Paying Agent”) to act as the agent for the purpose of payment of the Merger Consideration for: (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and Certificates, or (ii) exchanging for book-entry shares which immediately prior to the Merger Consideration (A) certificates representing Shares Effective Time represented the shares of Company Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or Parent will enter into a paying agent agreement with the Paying Agent prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f)Closing Date. At or prior to the Effective Time, Parent shall deposit, or one of its Affiliates shall cause the Surviving Corporation to deposit in trust, with the Exchange Paying Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, sufficient cash in an amount sufficient U.S. dollars to pay the aggregate Merger Consideration to be paid that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Uncertificated Book-Entry Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash in U.S. dollars with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose andpurpose. Parent or the Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the event that the Payment Fund shall at any time be insufficient to make the payments exchange of the Offer Price or Shares for the Merger Consideration contemplated by this AgreementConsideration. As promptly as reasonably practicable after the Effective Time and in any event no later than the third (3rd) Business Day following the Closing, Parent shallshall send, or shall cause one the Paying Agent to send, to each record holder of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such payments. Promptly after shares of Company Common Stock at the Effective Time, and in any event not later than three Business Days following the Effective Date, Parent shall cause the Exchange Agent to send to each holder of Shares as of the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Paying Agent) for use in such exchange; provided that, with respect to any holder of Company Common Stock whose shares were converted into Merger Consideration pursuant to Section 2.01(b) and who appears at the Closing in person or by authorized representative, the Paying Agent shall provide the letter of transmittal and instructions for use to such holder at the Closing.

Surrender and Payment. (a) Prior to On and after the Acceptance Effective Time, Parent shall appoint (pursuant Sierra Acquisition will make available to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”). At or prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit as needed to permit prompt payment of the holders of Shares validly tendered (and not validly withdrawn) pursuant to Merger Consideration in accordance with this Agreement, the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid exchanged for Company Common Shares in respect of the Certificates and the Uncertificated Shares accordance with Section 1.02 (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”b). The Payment Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such payments. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateSierra Acquisition will send, Parent shall or will cause the Exchange Agent to send send, to each holder of Company Common Shares as of at the Effective Time a letter of transmittal and instructions 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 or transfer of the Uncertificated certificates representing Company Common Shares to the Exchange Agent). (b) Each holder of Company Common Shares that have been converted into the right to receive in exchange for each Company Common Share the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Company Common Shares, together with a properly completed letter of transmittal covering such Company Common Shares, will be entitled immediately upon such surrender to receive the Merger Consideration payable in respect of such Company Common Shares; provided that the Exchange Agent will withhold from payment all amounts required to be withheld by applicable law, including, without limitation, under the provisions of Code section 1445, unless the holder of Company Common Shares makes applicable affidavits or certifications reasonably satisfactory to the Exchange Agent (based on instructions from Sierra Acquisition) that the Merger Consideration is not subject to withholding. Until so surrendered, each certificate representing Company Common Shares that have been converted into the right to receive in exchange for each Company Common Share the Merger Consideration shall, after the Effective Time, represent for all purposes, only the right to receive the Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Company Common 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 a result of such payment to a Person other than the registered holder of such Company Common Shares or establish to the satisfaction of the Exchange Agent (based on instructions from Sierra Acquisition) that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Company Common Shares other than any such registration into the names of Sierra Acquisition or Holdings, and other than registration of any subsequent transfers by Sierra Acquisition or Holdings. If, after the Effective Time, certificates representing Company Common Shares are presented to the Surviving Corporation (by any Person other than by Sierra Acquisition or Holdings or any subsequent transferee from Sierra Acquisition or Holdings), they shall be exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1 and the relevant certificates formerly representing Company Common Shares shall be delivered to Sierra Acquisition as provided in Section1.02(b). (e) Any Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of Company Common Shares one year after the Effective Time shall be returned to Sierra Acquisition, upon demand, and any such holders who have not exchanged their Company Common Shares for the Merger Consideration in accordance with this Section prior to that time shall thereafter look only to Sierra Acquisition for payment of the Merger Consideration in respect of their Company Common Shares, subject to applicable abandoned property, escheat and other similar laws. Notwithstanding the foregoing, Sierra Acquisition shall not be liable to any former holder of Company Common Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or other similar laws. Any Merger Consideration remaining unclaimed by holders of Company Common Shares one day 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 Sierra Acquisition free and clear of any claims or interest of any Person previously entitled thereto. (f) Any Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) to pay for Company Common Shares for which appraisal rights have been perfected shall be returned to Sierra Acquisition upon its demand. (g) Shell, Sierra Acquisition, Holdings, MergerSub and the Company, respectively, shall use all reasonable efforts to take all such action as may be necessary or appropriate in order to effectuate the Merger as promptly as possible, subject, in the case of the Company, to applicable fiduciary duties as provided in Section 5.03. If, at any time after the Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Surviving Corporation with full right, title and possession to all assets, property, rights, privileges, immunities, powers and franchises of either of the Company or MergerSub, the officers and directors of the Surviving Corporation are fully authorized in the name of either of the Company or the MergerSub or otherwise to take, and shall take, all such exchangeaction. SECTION 1.04. Dissenting SharesNotwithstanding Section 1.02, Company Common Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Company Common Shares in accordance with Delaware Law ("DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal or it is determined that such holder does not have appraisal rights in accordance with Delaware Law. If after the Effective Time such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have an appraisal right, such Company Common Shares shall be treated as if they had been converted as of the Effective Time into a right to receive in exchange for each Company Common Share the Merger Consideration. The Company shall give Shell, Holdings and Sierra Acquisition prompt notice of any demands received by the Company for appraisal of Company Common Shares, and Shell, Holdings and Sierra Acquisition shall have the right to participate in all negotiations and proceedings with respect to such demands except as required by applicable law. The Company shall not, except with the prior written consent of Shell, Holdings and Sierra Acquisition, make any payment with respect to, or settle or offer to settle, any such demands. SECTION 1.05.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint American Stock Transfer & Trust Company as the exchange agent (pursuant or such other nationally recognized exchange agent agreed to an agreement in a form reasonably acceptable to between the Companyparties) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) Consideration, certificates representing Shares shares of Company Common Stock (the 15 “Certificates”) or (B) uncertificated Shares represented by book ;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry (the “Uncertificated Shares”). At or prior account statements relating to the Acceptance Time, Parent or one ownership of its Affiliates shall deposit with the Exchange Agent, for the benefit shares of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(fCompany Common Stock). At or prior to the Effective Time, Parent shall deposit, or one of its Affiliates shall deposit cause to be deposited, with the Exchange Agent, for Agent the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any and all interest or other amounts earned with respect to such funds shall become part of the Payment Fund, and any amounts in excess of the amounts payable hereunder shall be promptly returned to either Parent or the Surviving Corporation. The Payment Fund shall not be used for any other purpose andpurpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the event that exchange of shares of Company Common Stock and the Payment Fund shall at any time be insufficient to make the payments payment of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one in respect of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsshares. Promptly after the Effective Time, and in any event not no later than three (3) Business Days following after the Effective DateTime, Parent shall send, or shall cause the Exchange Agent to send send, to each record holder of Shares as shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) Agent for use in such exchange.. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, promptly, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery to the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent bank or another agent reasonably acceptable to the Company trust company (the “"Exchange Agent”") to act as agent for the holders of Shares and Options for the purpose of (i) making payments to the holders of exchanging certificates representing such Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (and distributing the “Certificates”) or (B) uncertificated Shares represented Option Consideration. The fees and expenses of the Exchange Agent shall be paid by book entry (the “Uncertificated Shares”)Parent. At or prior Parent shall contribute to Merger Subsidiary, which in turn shall pay to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, Agent for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the OfferOptions, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At at or prior to the Effective Time, Parent or one an amount equal to the aggregate Merger Consideration and Option Consideration necessary to pay amounts due to the holders of its Affiliates shall deposit with the Shares and Options pursuant to Section 2.1 (the "Exchange Fund"). For purposes of determining the Merger Consideration to be paid to the Exchange Agent, for the benefit of holders Parent shall assume that no holder of Shares issued and outstanding will perfect his right to demand cash payment of the fair market value of his Shares pursuant to Section 262 of the DGCL. As promptly as practicable after the Effective Time, the Surviving Corporation shall send, or shall cause the Exchange Agent to send, to each record holder of Shares and/or Options, as appropriate, immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect (i) notice of the Certificates and effectiveness of the Uncertificated Shares Merger, (such cashii) a letter of transmittal, together with the amount deposited pursuant which shall be a form reasonably acceptable to the immediately preceding sentenceCompany, for use in effecting the “Payment Fund”). The Payment Fund shall not be used surrender of certificates representing Shares in exchange for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments payment of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such payments. Promptly after the Effective Time, therefor and in any event not later than three Business Days following effecting the Effective Date, Parent shall cause the Exchange Agent to send to each holder cancellation of Shares as Options in exchange for payment of the Effective Time a letter of transmittal and instructions Option Consideration therefor (which which, with respect to certificates representing Shares, shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares such certificates to the Exchange Agent), and (iii) instructions for use in effecting surrender of certificates representing Shares and cancellation of Options. Upon surrender of a certificate representing Shares for cancellation to the Exchange Agent, together with such exchange.letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to the Exchange Agent's instructions, the holder of such certificate shall be entitled to receive in respect thereof cash in an amount equal to the product of (x) the number of Shares represented by such certificate and (y) the Merger Consideration, less any required withholding of Taxes, and the certificate so surrendered shall forthwith be canceled. Upon receipt from the holder of an Option by the Exchange Agent of a duly executed letter

Surrender and Payment. (a) Prior to the Acceptance Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”). At or prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such payments. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective Date, Parent Surviving Corporation shall cause the Exchange Agent to send mail to each holder of Shares record holder, as of the Effective Time Time, of certificates representing outstanding shares of Company Common Stock ("Company Certificates") or shares of Company Common Stock represented by book-entry ("Company Book-Entry Shares") (in Merger Agreement each case, other than Dissenting Shares), a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon proper delivery of the Company Certificates or transfer of the Uncertificated Shares to the Exchange AgentAgent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) (the "Letter of Transmittal") and instructions for use in effecting the surrender of the Company Certificates or, in the case of Company Book-Entry Shares, the surrender of such exchangeshares for payment of the Merger Consideration therefor. After the Effective Time, upon surrender in accordance with this Section 3.4(a), to the Exchange Agent of a Company Certificate or Company Book-Entry Shares, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Exchange Agent shall promptly deliver to the holder of such Company Certificate or Company Book-Entry Shares in exchange therefor, the Merger Consideration (without interest), to be received by the holder thereof pursuant to this Agreement. The Exchange Agent shall accept such Company Certificates or Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of shares of Company Common Stock and, if Company Certificates or Company Book-Entry Shares are presented to the Company for transfer, they shall be canceled against delivery of the applicable Merger Consideration. If any Merger Consideration is to be paid in a name other than that in which the Company Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Company Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer, and that the person requesting such exchange shall pay to the Company or its transfer agent any transfer or other taxes required by reason of the payment of the Merger Consideration in a name other than that of the registered holder of the Company Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(a), each Company Certificate and each Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by Section 3.1.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Payment Agent”) for the purpose of (i) making payments to acting as the holders of Shares entitled to receive payment agent in the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”)Merger. At or prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to Promptly following the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior make available to the Effective Time, cash in an amount sufficient to pay Payment Agent the aggregate Merger Consideration to be paid in respect of (i) the Certificates certificates representing shares of Company Common Stock (the “Certificates”) and (ii) the uncertificated shares of Company Common Stock (the “Uncertificated Shares”) (but not any Merger Consideration in respect of any Dissenting Shares as of the Effective Time or, for the avoidance of doubt, the Company Option Merger Consideration, the Company RSU Merger Consideration or the Company Restricted Share Merger Consideration) (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Company Common Stock shall be entitled under Section 1.3(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit (or cause to be deposited) in trust additional cash with the Payment Agent sufficient to make all payments required under this Agreement (but not any Merger Consideration in respect of any Dissenting Shares as of the Effective Time or, for the avoidance of doubt, the Company Option Merger Consideration, the Company RSU Merger Consideration or the Company Restricted Share Merger Consideration). All cash deposited with the Payment Agent shall only be used for any other purpose andthe purposes provided in this Agreement, in or as otherwise agreed by the event that Company and Parent before the Effective Time. Any income from investment of the Payment Fund shall at any time will be insufficient payable to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsSurviving Corporation. Promptly after the Effective Time, and Time (but in any no event not later than three five (5) Business Days following after the Effective DateTime), Parent the Surviving Corporation shall cause the Exchange Payment Agent to send to each holder of Shares as shares of Company Common Stock at the Effective Time (other than the Company, Parent, Merger Subsidiary, any other Subsidiary of Parent, any Company Subsidiary, or holders of Dissenting Shares who have not subsequently withdrawn or lost their rights of appraisal), whether represented by Certificates or Uncertificated Shares, a letter of transmittal transmittal, in form and substance reasonably acceptable to the Surviving Corporation, and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Payment Agent) for use in the exchange of such exchangeshares for Merger Consideration pursuant to and in accordance with Section 1.3(b).

Surrender and Payment. (a) Prior to Promptly after the Acceptance Timedate hereof, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another exchange agent reasonably acceptable to the Company or Parent’s transfer agent (the “Exchange Agent”) for the purpose of exchanging Certificates (ior uncertificated shares) making payments to the holders representing shares of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging Company Common Stock for the Per Share Common Stock Merger Consideration (A) certificates representing Shares (or the “Certificates”) or (B) uncertificated Shares represented by book entry (Per Share Common Stock Merger Consideration Cash Value, as applicable, in accordance with this ARTICLE IV. As promptly as reasonably practicable after the “Uncertificated Shares”). At or prior to the Acceptance Time, Parent or one appointment of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such payments. Promptly after the Effective Time, Company will develop and in any event not later than three Business Days following the Effective Date, Parent shall cause the Exchange Agent to send to each holder of Shares as of the Effective Time finalize a letter of transmittal (the “Letter of Transmittal”), which shall be in customary form and instructions have such other provisions as to which Parent and the Company may reasonably agree, including customary release language in substance comparable to Section 10.14 hereof and a provision requiring stockholders of the Company to certify whether such stockholder is an Accredited Investor (which Letter of Transmittal shall specify that the delivery of the Per Share Common Stock Merger Consideration or the Per Share Common Stock Merger Consideration Cash Value, as applicable, shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer (or, for holders of the Uncertificated Shares uncertificated shares, upon proper delivery of a fully executed Letter of Transmittal) to the Exchange Agent) for use in effecting delivery of shares of Company Common Stock to the Exchange Agent. At or as promptly as reasonably practicable after finalizing such exchangeLetter of Transmittal, Parent shall cause the Exchange Agent to send to each holder of record of shares of Company Common Stock on the date thereof, and from time to time thereafter as requested by Parent or the Company, a Letter of Transmittal, together with instructions for effecting the surrender of Certificates, as applicable, in exchange for the Per Share Common Stock Merger Consideration or the Per Share Common Stock Merger Consideration Cash Value, as applicable.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent United States bank and trust company reasonably acceptable to the Company as agent (the “Exchange Paying Agent”) for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”). At or prior The Company and Parent shall enter into a Paying Agent agreement with the Paying Agent which agreement shall set forth the duties, responsibilities and obligations of the Paying Agent consistent with the terms of this Agreement and otherwise reasonably acceptable to the Acceptance TimeCompany and Parent. Promptly after the Effective Time on the date of Closing, Parent or one of its Affiliates shall deposit with make available to the Exchange Paying Agent, for as needed, the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares Shares, in the aggregate, in an amount sufficient to pay the Merger Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Consideration Fund”). The Payment In addition, Parent shall make available as necessary cash in an amount sufficient for payment of any dividends or distributions declared, but not paid, by the Company prior to the Effective Time in respect of the Shares in accordance with this Agreement. In the event the Consideration Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or pay the Merger Consideration contemplated by this Agreement(including on account of any Merger Consideration returned to Parent pursuant to Section 3.08(g)), Parent shallshall promptly deliver, or shall cause one of its Affiliates toto be delivered, promptly deposit additional funds with to the Exchange Paying Agent in an amount sufficient that is equal to the deficiency required to make such payments. Promptly after the Effective Time, Time (and in any event not later than within three Business Days following after the Effective DateTime), Parent shall send, or shall cause the Exchange Paying Agent to send send, to each holder of Shares as of at the Effective Time a letter of transmittal and instructions in customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent) for use in such exchange, the form and substance of such letter of transmittal and instructions shall be reasonably agreed to by Parent and the Company and prepared prior to the Closing.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for paying the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”as provided in Section 1.2(a). At Parent shall provide (or prior shall cause to the Acceptance Time, Parent or one of its Affiliates shall deposit with be provided) to the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At at or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration in respect of (i) the certificates representing shares of Company Common Stock or Convertible Preferred Stock (the “Certificates”) and (ii) the uncertificated shares of Company Common Stock (the “Uncertificated Shares”) (but not any Merger Consideration in respect of any Dissenting Shares as of the Effective Time or, for the avoidance of doubt, the Company Option Merger Consideration, the Company Stock Appreciation Right Consideration, the Company Equity Appreciation Right Consideration or the Preferred Stock Merger Consideration) (such cash, the “Exchange Fund”). If, for any reason (including losses) the Exchange Fund is inadequate to be paid pay the Merger Consideration in respect of the Certificates and the Uncertificated Shares (such cashexcluding any Merger Consideration in respect of any Dissenting Shares as of the Effective Time or, together with for the amount deposited pursuant to the immediately preceding sentenceavoidance of doubt, the “Payment Fund”). The Payment Fund shall not be used for any other purpose andCompany Option Merger Consideration, in the event that Company Stock Appreciation Right Consideration, the Payment Fund shall at any time be insufficient to make the payments of the Offer Price Company Equity Appreciation Right Consideration or the Preferred Stock Merger Consideration contemplated by this AgreementConsideration), Parent shall, shall take all steps necessary to enable or shall cause one of its Affiliates to, the Surviving Corporation promptly to deposit in trust additional funds cash with the Exchange Agent in an amount sufficient to make pay all such paymentsamounts, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. All cash deposited with the Exchange Agent shall only be used for the purposes provided in this Agreement, or as otherwise agreed by the Company and Parent before the Effective Time. Promptly after the Effective Time, and Time (but in any no event not later than three five (5) Business Days following after the Effective DateTime), Parent shall cause the Exchange Agent to send to each holder of Shares as shares of Company Common Stock at the Effective Time (other than Parent or any Subsidiary of Parent) a letter of transmittal transmittal, in form and substance reasonably acceptable to the Surviving Corporation, and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent bank or another agent trust company reasonably acceptable to the Company to act as paying agent (the “Exchange Paying Agent”) for the purpose of exchanging the Merger Consideration for: (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and Certificates, or (ii) exchanging for book-entry shares which immediately prior to the Merger Consideration (A) certificates representing Shares Effective Time represented the shares of Company Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior , and shall enter into a paying agent agreement reasonably acceptable to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant Company relating to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f)Paying Agent’s responsibilities under this Agreement. At or prior to Promptly following the Effective Time, Parent shall deposit, or one of its Affiliates shall cause the Surviving Entity to deposit in trust, with the Exchange Paying Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient funds to pay the aggregate portion of the Merger Consideration to be paid that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Uncertificated Book-Entry Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). Parent and HospitalCo Parent shall cause the Paying Agent to deliver the cash contemplated to be issued pursuant to Section 2.01 out of the Payment Fund. If for any reason (including investment or other losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Parent shall promptly deposit, or cause the Surviving Entity to promptly deposit, additional cash in trust with the Paying Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Entity shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose andpurpose. The Surviving Entity shall pay all charges and expenses, including those of the Paying Agent, in connection with the event that exchange of shares of Company Common Stock for the Payment Fund Merger Consideration. If Parent shall at any time be insufficient fail to make payments to the payments of the Offer Price or the Merger Consideration contemplated by Paying Agent required under this AgreementSection 2.02(a), HospitalCo Parent shall, or on behalf of Parent, pay such shortfall to the Paying Agent. Any such payment of HospitalCo Parent shall cause one constitute a pre-payment of HospitalCo Parent’s obligation to Parent and its Affiliates to, promptly deposit additional funds with Subsidiaries under the Exchange Agent in an amount sufficient to make such paymentsSeparation Agreement. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateParent shall send, Parent or shall cause the Exchange Paying Agent to send send, to each record holder of Shares as shares of Company Common Stock at the Effective Time Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Acceptance Timemailing of the Company Proxy Statement (as defined in Section 3.09), Parent Merger Sub shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (for the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”)Common Stock Consideration. At or prior Merger Sub will make available to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for at the benefit of Closing Date, the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Common Stock Consideration to be paid in respect of the Certificates and Shares. For purposes of determining the Uncertificated Common Stock Consideration to be made available, Merger Sub shall assume that no holder of Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentswill exercise dissenters’ rights. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateSurviving Corporation will send, Parent shall or will cause the Exchange Agent to send send, to each holder of Shares as of at the Effective Time a letter of transmittal and instructions 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 or transfer of the Uncertificated certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Common Stock Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Common Stock Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for use all purposes, only the right to receive such Common Stock Consideration. No interest will be paid or will accrue on the Common Stock Consideration. (c) If any portion of the Common Stock 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 exchangepayment 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 a 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. 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. (d) After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1. (e) Any portion of the Common Stock Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged his Shares for the Common Stock Consideration in accordance with this Section prior to that time shall thereafter look only to the Surviving Corporation for payment of the Common Stock Consideration in respect of his Shares. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of Shares 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 the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Common Stock Consideration made available to the Exchange Agent pursuant to Section 1.03(a) to pay for Shares for which dissenters’ rights have been perfected shall be returned to the Surviving Corporation, upon demand. SECTION 1.04.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent Alcatel shall appoint The Bank of New York or an agent mutually agreed by Alcatel and Lucent (the "Exchange Agent"), pursuant to an agreement in a form and substance reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) Alcatel and Lucent for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “"Certificates”") or (B) uncertificated Shares represented by book entry (for the “Uncertificated Shares”Merger Consideration and any dividends payable pursuant to Section 1.03(f). At the Effective Time, Alcatel shall: (i) deposit, or prior cause to be deposited, with Societe Generale, as custodian and agent of The Bank of New York, as depositary for the ADSs, or any successor depositary thereto (the "Depository"), a number of Alcatel Ordinary Shares equal to the Acceptance Timeaggregate number of ADSs to be issued as Merger Consideration; and (ii) deposit, Parent or one of its Affiliates shall deposit cause to be deposited, with the Exchange AgentAgent the receipts representing such aggregate number of ADSs, in each of cases (i) and (ii), for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant which are converted into the right to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid receive ADSs pursuant to Section 2.01(f)1.02(a)(iii) of this Agreement. At or prior To the extent required, Alcatel shall cause the Exchange Agent to requisition from the Effective TimeDepository, Parent or one from time to time, such number of its Affiliates shall deposit with ADSs as are issuable in respect of Shares to be properly delivered to the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such payments. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateAlcatel will send, Parent shall or will cause the Exchange Agent to send send, to each holder of Shares as of record at the Effective Time of Shares a letter of transmittal and instructions 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 or transfer to the Exchange Agent) in such form as Lucent and Alcatel may reasonably agree, for use in effecting delivery of the Uncertificated Shares to the Exchange Agent) for use . Following the Effective Time, Alcatel agrees to make available to the Exchange Agent, from time to time as needed, cash in such exchangeU.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 1.03(f). At and after the Effective Time, Alcatel will take all actions necessary to cause the delivery of Alcatel Ordinary Shares or ADSs, as applicable upon the exercise or conversion at or after the Effective Time of any option referred to in Section 1.04, any Lucent Warrant, any Lucent Stock-Based Account or Lucent Convertible Debt.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent Buyer shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company depositary (the “Exchange Agent”"Depositary") for the purpose of (i) making payments to the holders of exchanging certificates representing Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Shares”)Consideration. At or prior The Depositary shall at all times be a commercial bank having a combined capital and surplus of at least $500,000,000. Buyer will pay to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding Depositary immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”)Shares. The Payment Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments For purposes of the Offer Price or determining the Merger Consideration contemplated by this Agreementto be so paid, Parent shall, or Buyer shall cause one assume that no holder of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient Shares will perfect his right to make such paymentsappraisal of his Shares. Promptly after the Effective Time, and Buyer will send, or will cause the Depositary to send, but in any no event not later than three Business Days following business days after the Effective DateTime, Parent shall cause the Exchange Agent to send to each holder of Shares as of at the Effective Time a letter of transmittal and instructions 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 or transfer of the Uncertificated certificates representing Shares to the Exchange AgentDepositary) and instructions for use in effecting the surrender of Shares in exchange for the Merger Consideration. (b) Each holder of Shares that has been converted into a right to receive the Merger Consideration, upon surrender to the Depositary of a certificate or certificates properly representing such exchange.Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares less any amounts required to be withheld under applicable federal, state, local or foreign income tax regulations. Until so surrendered, 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 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 Depositary any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Depositary that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, 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. (d) After the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article II. (e) Any portion of the Merger Consideration paid to the Depositary pursuant to Section 2.3(a) that remains unclaimed by the holders of Shares one year after the Effective Time shall be returned to Surviving Corporation, upon demand, and any such holder who has not exchanged his Shares for the Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of his Shares, without any interest thereon. Notwithstanding the foregoing, Buyer, Merger Subsidiary and the Surviving Corporation shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of Shares on the day 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 Buyer free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration paid to the Depositary pursuant to Section 2.3(a) hereof to pay for Shares for which appraisal rights have been perfected shall be returned to Surviving Corporation upon demand. SECTION 2.4

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration as promptly as practicable after the Effective Time (Ai) certificates representing Shares shares of Company Common Stock (the “Certificates”) or (Bii) uncertificated Shares represented by book entry shares of Company Common Stock (the “Uncertificated Shares”). At or prior The Exchange Agent agreement pursuant to which Parent shall appoint the Exchange Agreement shall be in form and substance reasonably acceptable to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (Company and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f)Parent. At or prior Prior to the Effective Time, Parent or one of its Affiliates shall deposit with make available to the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay Agent the aggregate Merger Consideration to be paid in respect of the shares represented by such Certificates and the Uncertificated Shares (Shares. Such funds may be invested by the Exchange Agent as directed by Parent; provided that such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund funds shall not only be used for any other purpose and, invested in the event that manner provided in the Payment Fund Exchange Agent Agreement, and no such investment or losses thereon shall at any time be insufficient to make the payments of the Offer Price or affect the Merger Consideration contemplated by this Agreementpayable to holders of Company Common Stock entitled to receive such consideration, and to the extent necessary to pay the Merger Consideration, Parent shall, or shall promptly cause one of its Affiliates to, promptly deposit to be provided additional funds with to the Exchange Agent in an amount sufficient for the benefit of holders of Company Common Stock entitled to make receive such paymentsconsideration. Promptly As promptly as practicable after the Effective Time, and in any event not Time (but no later than three two Business Days following thereafter), the Effective DateSurviving Corporation shall send, Parent or shall cause the Exchange Agent to send send, to each holder of Shares as shares of Company Common Stock at the Effective Time a letter of transmittal and instructions (which shall be in a form reasonably acceptable to the Company and Parent and finalized prior to the Effective Time and which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchangeexchange (the “Letter of Transmittal”). The Company shall prepare in good faith and provide to Parent no later than three Business Days prior to the Closing Date a written statement setting forth in reasonable detail its good faith estimate of the total unrestricted cash of the Company and its Subsidiaries as of the Closing Date (the “Estimated Closing Date Cash”). At Closing, the Company shall wire to the Exchange Agent an amount of cash specified by the Parent (“Company Cash”), the proceeds of which will be used by the Exchange Agent to pay a portion of the Merger Consideration. At least one day prior to the Closing, the Parent shall deliver to the Company written notice of the amount of Company Cash to be wired to the Exchange Agent and appropriate wire instructions. The Company Cash shall not be greater than the amount of the Estimated Closing Date Cash.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the agent for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration for: (Ai) certificates representing Shares the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Company Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior to On and after the Acceptance Effective Time, Parent shall deposit, or one of its Affiliates shall deposit cause the Surviving Corporation to deposit, with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient funds to pay the aggregate Merger Consideration to be paid that is payable in respect of all of the shares of Company Common Stock and Company Preferred Stock represented by the Certificates and the Uncertificated Book-Entry Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose andpurpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the event that the Payment Fund shall at any time be insufficient to make the payments exchange of the Offer Price or shares of Company Common Stock and Company Preferred Stock for the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsConsideration. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateParent shall send, Parent or shall cause the Exchange Agent to send send, to each record holder of Shares as shares of Company Common Stock and Company Preferred Stock at the Effective Time Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent Parent, at its expense, shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the agent for the purpose of exchanging the Merger Consideration for: (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and Certificates, or (ii) exchanging for book-entry shares which immediately prior to the Merger Consideration (A) certificates representing Effective Time represented the Shares (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior to the Acceptance TimeClosing, Parent shall deposit, or one of its Affiliates shall deposit cause to be deposited, with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient funds to pay the aggregate Merger Consideration to be paid that is payable in respect of all of the Shares represented by the Certificates and the Uncertificated Book-Entry Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided, however, that: (A) no such investment or losses thereon shall affect the Merger Consideration payable to the holders of Shares represented by the Certificates and the Book-Entry Shares; and (B) such investments shall be in obligations of or guaranteed by the United States of America or any agency or instrumentality thereof and backed by the full faith and credit of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion (based on the most recent financial statements of such bank that are then publicly available). If the Payment Fund is inadequate to pay the Merger Consideration that is payable in respect of all of the Shares represented by the Certificates and the Book-Entry Shares due to any loss in the Payment Fund or otherwise, Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation or Parent, and any amounts in excess of the amounts payable pursuant to Section 2.01 shall be promptly returned to the Surviving Corporation or Parent, in each case as directed by Parent. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, incurred in connection with the exchange of Shares for the Merger Consideration. Except as otherwise expressly set forth in this Agreement, all fees and expenses incurred in connection herewith and the transactions contemplated hereby shall be paid by the party hereto incurring such expenses, whether or not the Merger is consummated. The Payment Fund shall not be used for any purpose other purpose and, in the event that the Payment Fund shall at any time be insufficient than to make the payments of the Offer Price or pay the Merger Consideration contemplated that is payable in respect of all of the Shares represented by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsCertificates and the Book-Entry Shares. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateParent shall send, Parent or shall cause the Exchange Agent to send send, to each record holder of Shares as of at the Effective Time Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall will appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another exchange agent reasonably acceptable to the Company Target (the “Exchange Agent”) to act as the agent for the purpose of (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration Consideration: (Ai) certificates representing Shares the Certificates, or (ii) book-entry shares which immediately prior to the Effective Time represented the shares of Target Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior to On and after the Acceptance Effective Time, Parent will deposit, or one of its Affiliates shall deposit cause the Surviving Corporation to deposit, with the Exchange Agent, for (y) sufficient funds to pay (A) the benefit aggregate Merger Consideration that is payable in respect of all of the holders shares of Shares validly tendered Target Common Stock represented by the Certificates and the Book-Entry Shares, (B) the Option Consideration and not validly withdrawn(C) pursuant to the OfferStock Award Consideration (collectively, cash the “Payment Fund”) in amounts and at the times necessary for such payments, and (z) an amount sufficient to pay the aggregate Offer Price required fees and expenses of the Exchange Agent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares of Target Common Stock be paid pursuant to entitled under Section 2.01(f). At 4.01(b) or prior to the Effective TimeTarget Stock Options or Target Stock Awards will be entitled under Section 4.07, Parent will take all steps necessary to enable or one of its Affiliates shall cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange AgentAgent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation will in any event be liable for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”)payment thereof. The Payment Fund shall will not be used for any other purpose andpurpose. The Surviving Corporation will pay all charges and expenses, including those of the Exchange Agent, in connection with the event that the Payment Fund shall at any time be insufficient to make the payments exchange of the Offer Price or shares of Target Common Stock for the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsConsideration. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateParent will send, Parent shall or will cause the Exchange Agent to send send, to each record holder of Shares as shares of Target Common Stock at the Effective Time Time, a letter of transmittal and instructions (which shall will specify that the delivery shall will be effected, and risk of loss and title shall will pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent or another exchange agent reasonably acceptable to the Company (the “Exchange Agent”) to act as the agent for the purpose of exchanging the Merger Consideration for: (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and Certificates, or (ii) exchanging for book-entry shares which immediately prior to the Merger Consideration (A) certificates representing Shares Effective Time represented the shares of Company Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior to On and after the Acceptance Effective Time, Parent shall deposit, or one of its Affiliates shall deposit cause the Surviving Corporation to deposit, with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient funds to pay the aggregate Merger Consideration to be paid that is payable in respect of all of the shares of Company Common Stock represented by the Certificates and the Uncertificated Book-Entry Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”) in amounts and at the times necessary for such payments. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 2.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose andpurpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the event that the Payment Fund shall at any time be insufficient to make the payments exchange of the Offer Price or Shares for the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such paymentsConsideration. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateParent shall send, Parent or shall cause the Exchange Agent to send send, to each record holder of Shares as shares of Company Common Stock at the Effective Time Time, a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent) for use in such exchange.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent SUI shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer exchange agent or another agent reasonably acceptable to the Company (the “Exchange Agent”) for the purpose of exchanging the Aggregate Per Share Merger Consideration for (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 and (ii) exchanging for the Merger Consideration (A) certificates representing Company Shares (the “Certificates”) or and (Bii) uncertificated Company Shares represented by book entry (the “Uncertificated Shares”). At or prior to the Acceptance Time, Parent or one As of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent SUI shall deposit, or one of its Affiliates shall deposit cause to be deposited, with the Exchange Agent, for Agent the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate Aggregate Per Share Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Exchange Fund”). The Payment Fund shall not be used for any other purpose and, in the event that the Payment Fund shall at any time be insufficient to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreement, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent in an amount sufficient to make such payments. Promptly after the Effective Time, and in any event not later than three Business Days following the Effective DateSUI shall send, Parent or shall cause the Exchange Agent to send send, to each record holder of Company Shares as of at the Effective Time a letter of transmittal and instructions (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Exchange Agent) for use in such exchange.. (b) Each holder of Company Shares that have been converted into the right to receive the Aggregate Per Share Merger Consideration shall be entitled to receive the Applicable Per Share Merger Consideration in respect of the Company Shares represented by a Certificate or Uncertificated Share, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Applicable Per Share Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share. (c) If any portion of the Aggregate Per Share Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Aggregate Per Share Merger Consideration paid upon the surrender of Certificates or transfer of Uncertificated Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Company Shares formerly represented by such Certificate or Uncertificated Shares and from and after the Effective Time, there shall be no further registration of transfers of Company Shares on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Applicable Per Share Merger Consideration provided for, and in accordance with the procedures set forth, in this Section 2. (e) Any portion of the Exchange Fund that remains unclaimed by the holders of Company Shares one year after the Effective Time shall be returned to SUI, upon demand, and any such holder who has not exchanged Company Shares for the Applicable Per Share Merger Consideration in accordance with this Section 2 prior to that time shall thereafter look only to SUI for payment of the Applicable Per Share Merger Consideration. Notwithstanding the foregoing, SUI shall not be liable to any holder of Company Shares for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Company Shares two (2) 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 SUI free and clear of any claims or interest of any Person previously entitled thereto. (f) If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of beneficial interests of the Company shall occur, including by reason of any reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose shall be established, the Applicable Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted if required to account for such change; provided that the Aggregate Per Share Merger Consideration shall remain the same. If, during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of stock of SUI or partnership interests of SCOLP shall occur as a result of the reclassification, recapitalization, stock split (including reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend, or any record date for any such purpose shall be established, the Merger Consideration, the Class A Common Per Share Merger Consideration and any other amounts payable pursuant to this Agreement shall be appropriately adjusted if required; provided that the Aggregate Per Share Merger Consideration shall remain the same. (g) Each of the Surviving Corporation and the Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of any applicable Tax law. To the extent that amounts are so deducted and withheld by the Surviving Corporation or the Exchange Agent, as the case may be, and are paid to the relevant Governmental Entity, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person in respect of which the Surviving Corporation or the Exchange Agent, as the case may be, made such deduction and withholding. (h) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by SUI, the posting by such Person of a bond, in such reasonable amount as SUI may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Applicable Per Share Merger Consideration to be paid in respect of the Company Shares formerly represented by such Certificate, as contemplated under this Section 2. 2.5

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s transfer agent (or another agent reasonably acceptable such other financial institution to which the Company and Parent agree) (the “Exchange Agent”) to act as the agent for the purpose of exchanging the Merger Consideration for: (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 Certificates, and (ii) exchanging for book-entry shares which immediately prior to the Merger Consideration (A) certificates representing Shares Effective Time represented the shares of Company Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or The Exchange Agent shall serve in such capacity pursuant to an agreement between Parent and the Exchange Agent (the “Exchange Agent Agreement”), a copy of which Exchange Agent Agreement shall be provided to the Company and its counsel for its review and comment prior to its execution by Parent and the Acceptance Exchange Agent and which comments shall be given good faith consideration by Parent and its counsel. Prior to the Effective Time, Parent shall deposit, or one cause Merger Sub to deposit, by wire transfer of its Affiliates shall deposit with immediately available funds, to an account designated in writing by the Exchange Agent, in trust for the benefit of the holders of Shares validly tendered (Certificates and not validly withdrawn) pursuant to the OfferBook-Entry Shares, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of holders of Shares issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient funds to pay the aggregate Merger Consideration to be paid that is payable in respect of all of the outstanding shares of Company Common Stock represented by the Certificates and the Uncertificated Book-Entry Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other purpose and, in the event that than to fund payments to holders of Company Common Stock pursuant hereto. If for any reason the Payment Fund is inadequate to pay the amounts to which holders of shares shall at any time be insufficient to make the payments of the Offer Price or the Merger Consideration contemplated by this Agreemententitled under Section 3.01(b), Parent shall, shall take all steps necessary to enable or shall cause one of its Affiliates to, the Surviving Corporation promptly to deposit in trust additional funds cash with the Exchange Agent in an amount sufficient to make such payments. Promptly after the Effective Timeall payments required under this Agreement, and Parent and the Surviving Corporation shall in any event not be liable for the payment thereof. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock for the Merger Consideration. As soon as practicable, but in event no later than three (3) Business Days following the Effective DateTime, Parent shall send, or shall cause the Exchange Agent to send send, to each record holder of Shares as shares of Company Common Stock at the Effective Time Time, (i) a letter of transmittal and instructions (which shall be in customary form and have such other provisions as Parent and the Company shall reasonably agree and shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates Certificates, or Loss Documentation in lieu thereof as provided in Section 3.06, or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent), and (ii) instructions for use in such exchangeeffecting the surrender of Certificates or Book-Entry Shares for the Merger Consideration.

Surrender and Payment. (a) Prior to the Acceptance Effective Time, Parent shall appoint (pursuant to an agreement in a form reasonably acceptable to the Company) the Company’s 's transfer agent (or another agent reasonably acceptable such other financial institution to which the Company and Parent agree) (the “Exchange Agent”) to act as the agent for the purpose of exchanging the Merger Consideration for: (i) making payments to the holders of Shares entitled to receive the Offer Price pursuant to Section 2.01 Certificates, and (ii) exchanging for book-entry shares which immediately prior to the Merger Consideration (A) certificates representing Shares Effective Time represented the shares of Company Common Stock (the “Certificates”) or (B) uncertificated Shares represented by book entry (the “Uncertificated Book-Entry Shares”). At or prior to the Acceptance Time, Parent or one of its Affiliates shall deposit with the Exchange Agent, for the benefit of the holders of Shares validly tendered (and not validly withdrawn) pursuant to the Offer, cash in an amount sufficient to pay the aggregate Offer Price required to be paid pursuant to Section 2.01(f). At or prior to the Effective Time, Parent shall deposit, or one of its Affiliates shall deposit cause Merger Sub to deposit, with the Exchange Agent, Agent to be held in trust for the benefit of the holders of Shares issued Certificates and outstanding immediately prior to the Effective TimeBook-Entry Shares, cash in an amount sufficient funds to pay the aggregate Merger Consideration to be paid that is payable in respect of all of the outstanding shares of Company Common Stock represented by the Certificates and the Uncertificated Book-Entry Shares (such cash, together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Exchange Agent shall invest the Payment Fund as directed by Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America or in commercial paper obligations rated “A-1” or “P-1” or better by Xxxxx'x Investors Service, Inc. or Standard & Poor's Corporation, respectively, or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Any interest and other income resulting from such investments shall be paid to, or as directed by, Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any other purpose andpurpose. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, in connection with the event that the Payment Fund shall at any time be insufficient to make the payments exchange of the Offer Price or shares of Company Common Stock for the Merger Consideration contemplated by this AgreementConsideration. As soon as practicable, Parent shall, or shall cause one of its Affiliates to, promptly deposit additional funds with the Exchange Agent but in an amount sufficient to make such payments. Promptly after the Effective Time, and in any event not no later than three five (5) Business Days following the Effective DateTime, Parent shall send, or shall cause the Exchange Agent to send send, to each record holder of Shares as shares of Company Common Stock at the Effective Time Time, (i) a letter of transmittal and instructions (which shall be in customary form and have such other provisions as Parent and the Company shall reasonably agree and shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates Certificates, or Loss Documentation in lieu thereof as provided in Section 3.06, or transfer of the Uncertificated Book-Entry Shares to the Exchange Agent), and (ii) instructions for use in such exchangeeffecting the surrender of Certificates or Book-Entry Shares for the Merger Consideration.